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HomeMy WebLinkAbout149 - 10/16/1984 - AUTHORIZING THE ISSUANCE OF DOWNTOWN DEVELOPMENT AUTHORITY TAX INCREMENT BONDS SERIES 1984A, DATED O r� CFRTIFIED RECORD OF PnCCEEDINGS OF THE CCUNCIL OF THE CITY OF FORT COLLINS , COLORADO kr,LRTING TO AN CRDINANCE P_UTHORIZIF'G THE ISSUANCE OF ITS DOWNTOWN DEVELOPMENT AUTHORITY TAX INCREMENT BONDS SERIES 1984A DATED OCTOBER 1 , 1984 IN THE AGGREGATE PRINCIPAL AMGUNT OF NOT TO EXCEED $8 , 200 , 000 S TABLE OF CONTENTS (Not a part of this Ordinance) Fade Section 1 . Definitions and Construction . . . . . . 3 Section 1. 01. Definitions. . . . . . . . . . . . . . . 3 Section 1 . 02. Construction . . . . . . . . . . . . . . 9 Section 2. Authorization; Purpose of Bonds ; Pre- liminary and Final Official Statement. 10 Section. 2 . 01 . Authorization . . . . . . . . . . . . . . 10 Section 2. 02. Purpose of Bonds . . . . . . . . . . . . 10 Section 2. 03. Preliminary and Final Official Statement. . . . . . . . . . . . . . . . 11 Section 3 . Fature of Bonds; Security; Pledge. . . . li Section 3 . 01 . Nature of Bonds; Security. . . . . . . . 11 Section 3 . 02. Pledge . . . . . . . . . . . . . . . . . 12 Section 4. Bond Execution, Registration , Transfer, Details and Form of Bonds . . . . . . . . 14 Section 4 . 01 . Bond Execution . . . . . . . . . . . . . 14 Section 4 . 02. Registration . . . . . . . . . . . . . . 1.5 Section 4 . 03 . Transfer . . . . . . . . . . . . . . . . 16 Section 4 . 04 . Replacement Bonds . . . . . . . . . . . . 16 Section 4 . 05 . Form of Bonds . . . . . . . . . . . . . . 16 Section 5 . Issuance and Description of Bonds; Interest Rate. . . . . . . . . . . . . . 27 Section 5 . 01 . Issuance and Description of Bonds . . . . 27 Section 5.02. interest Rate. . . . . . . . . . . . . . 28 Section 6 . Redemption of Bonds Prior to Maturity. 2.8 Section 6 . 01. General . . . . . . . . . . . . . . . . . 28 Section 6 . 02. Mandatory Sinking Fund Redemption. . . . 29 Section 6 . 03. Procedure for Redemption . . . . . . . . 30 Section 6 . 04. Cancellation . . . . . . . . . . . . . . 30 Section 7. Sale of Bonds, Disposition of Bond Proceeds . . . . . . . . . . . . . . . . 30 Section 7 . 01. Sale of Bonds. . . . . . . . . . . . . . 30 Section 7. 02. Disposition of Bond Proceeds . . . . . . 31 Section 8. The Bond Fund. . . . . . . . . . . . . . 32 Section 8 . 01. Creation of Bond Fund. . . . . . . . . . 32 Section 8. 02. Use of Moneys in the Development Account. . . . . . . . . . . . . . . . . 32 Section 8 . 03. Use of Moneys in the Principal and "nterest Account . . . . . . . . . . . . 32 Section 9. The Reserve Funs; . . . . . . . . . . . . 33 Section 9 . 01. Creation of Reserve Fund . . . . . . . . 33 Sectior. 9. 02. Liens. . . . . . . . . . . . . . . . . . 33 Section 9 . 03. Deposits into Reserve Fund . . . . . . . 33 Section 9. 04. Use of Yoneys in Reserve Fund . . . . . . 34 Section 9. 05. Replenishment of Reserve Fund. . . . . . 35 Section 9. 06 Payment to City. . . . . . . . . . . . . 35 Section 10. The Escrow Fund. . . . . . . . . . . . . 36 Section 10 . 01 . Creation of Escrow Fund. . . . . . . . . 36 Section 10. 02. Liens. . . . . . . . . . . . . . . . . . 36 Section 10 . 03. Deposits into Escrow Fund. . . . . . . . 36 Section 10. 04. Use of Moneys in Escrow Fund . . . . . . 36 Section 1G. 05 Authorization of Escrow Agreement. . . . 37 Section 11 . The Expense Fund . . . . . . . . . . . . 37 Section 11 . 01 . Creation of Expense Fund . . . . . . . . 37 Section 11. 02. Liens. . . . . . . . . . . . . . . . . . 37 Section 11 . 03. Deposits into Expense Fund . . . . . . . 37 Section 11 . 04. Use of Moneys in Expense Fund. . . . . . 38 Section 12. Investments. . . . . . . . . . . . . . . 36 Section 13 . Issuance of 7983 Notes ; Additional Bonds 39 Section 13 . 01. Issuance of 1983 Notes . . . . . . . . . 39 Section 13. 02 . Issuance of Additional Bonds . . . . . 39 Section 13 . 03 . Subordinete Securities Permitted . . . . 40 Section 13 . 04. Superior Securities Prohibited . . . . . 40 Section 13 . 05 . Refunding Bonds. . . . . . . . . . . . . 40 Section 13 . 06 . Supplemental Ordinance . . . . . . . . . 41 Section 14 . Covenant Regarding Arbitrage Bonds . . . 41 Section 15. Concerning the Paying Agents . . . . . . 42 Section 16 . Defeasance . . . . . . . . . . . . . . . 42 Section 17. Amendments . . . . . . . . . . . . . . . 42 Section 18. Proceedings Constitute the Contract; Events of Default; and Renedies of Bondholders . . . . . . . . . . . . . . . 43 Section 18 . 01. Proceedings Constitute the Contract. . . 44 Section 18 . 02. Events of. Default; Remedies. . . . . . . 44 Section 16. 03. Nonwaiver. . . . . . . . . . . . . . . . 46 Section 19. Miscellaneous . . . . . . . . . . . . . . 47 Section. 19. 01. Rights and Immunities. . . . . . . . . . 47 Section 19. 02 CUSIP Numbers. . . . . . . . . . . . . . 48 Section 19. 03. Ratification . . . . . . . . . . . . . . 49 Section 19 . 04. Facsimile Signatures . . . . . . . . . . 49 Section 19 . 05. Authorized Action. . . . . . . . . . . . 49 Section 19 . 06. General Repealer . . . . . . . . . . . . 50 Section 19 . 07. Ordinance Irrepealable . . . . . . . . . 50 Section. 19 . 08 . Severability . . . . . . . . . . . . . . 50 STATE OF COLORAL'O ) COUNT`.f OF LAR.IMER ) ss . CITY OF FORT COLLINS ) The Council of the City of Fort Collins , Colorado , held a regular meeting at Council Chambers , City Hall , 300 LaPorte Avenue, Port Collins, Colorado , on Tuesday, the 3nc day of October, 1984 , beginning at the hour of 5 : 30 p.m. The following persons were present: Council Members : mX;(%,XIXXXXxxxxd4XDfJ(aXX3ax E. John Clarke , F.ssistant Mayor John B. Knezovich Pdilliam C. Elliott Ed Stoner Kellv nh'_son Barbara Rutstein MX1XXl 4�S�('d ke:x aCX9QYu xxxxXXX'X=(X Deputy City Manager: Richard Shannon mQX xEmaxx kX (XxXX•XXXRX'X'X1(i(0W Deputy City Clerk: Molly J. Davis .The following persons were absent: Gerald C. Horak, Mayor Council Member Rutstein introduced the following Ordinance, which was read by title, copies of the full Ordinance having been available in the office of the City Clerk at least forty-eight (48) hours prior to the time said Ordinance was i-ntroduced for each Council Member and for inspection and copying by the general public: ORDINANCE NO. 149 , 1984 AN CRDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT COLLINS , COLORADO DOWNTOWN DEVELCPMENT AUTHCRITY TAX INCRE- YENT BONDS , SERIES 1984A, DATED GCTOPER 1 , 1984 , IN THE AGGREGATE PP-17CIPAL AI.4GUNT CF NOT TO EXCEED $8 , 12eO , 000 , FOR `SHE PURPOSE OF DEFRAYING, IN PT= OR IN WHOLE, -211E COST OF ACQUIRING, CONSTRUCTING AND INSTALLINC CERTAIN IMPPCVEME1,1T5 IN TI:E DCIT'TOWN DEVELOPMENT AUTHORITY DISTRICT, FOR THE PURPOSE OF ESTABLISHING A RESERVE FUND 'IN CONNECTICN "IIFREWITH, AND FCR THE PURPOSE OF REFUNDING THE CITY OF FORT CCLLINS , COLCRADO DO4aNTCWN DEVELCPN.ENT AUTHORITY TAX Tr,CREMENT BCND ANTICIPATICN NOTES, SERIES APRII: 1 , 1983. WHEREAS, on April 21, 1981 , the City of Fort Collins , Colorado (the "City" ) adopted Ordinance No. 46 , 1983 , thcreb Y establishing the Fort Collins , Colcra.dc Downtown Development Authority (the "Authority" ) ; and WHEREAS, the Authority is a body corporate uuly created, established and authorized to transact business and exercise its powers , all under and pursuant to the DCW1,Lown Development Authorities Act of the State of Colorado, Section 31-25-801 et seq. , C.R. S. , as amended (the "DDA Act" ) , and the powers of the Authority include the power to plan and propose development and redevelopment of public and private property within the central business district of the City hereinafter defined (the "District") ; and WHEREAS, the Authority' s Plan of Development was approved by the City on September 8 , 1981 , pursuant to which the Authority now proposes to undertake the acquisition of real property and land assembly , demolishing of existing structures and conducting investigations and studies , and making and constructing a public parking garage and other improvements within the District, all in furtherance of and pursuant to the Plan of Development (the "Project" ) , which Project includes the projects described in Exhibit A hereto; and WITEREAS , on June 1 , 1982, a special election was held nursuant to Section 31-25-807 (3) (b) of the PDA Act approving the issuance by the City of tax increment obligations in an amount not to exceed $25, 000 , 000 in, the aggregate s-or the purpose of financing projects of the Authority; and WHEREAS , on June 13, 1983 , pursuant to the DDi� Act and the Charter of the City, the City issued its City of Fort Cullins, Colorado Downtown Development Authority ice_<. ?ncrement Bond Anticipation Notes , Series Ar:"ii 1 , 1983 Ithe " 1983 Dotes" ) , In the principal amount of $3 , 100 , 000 , which notes z,re secured by said Pledged Revenues; and WHEREAS, the Council of the City (the "Council" ) hereby determines that _.t is reasonable , necessary and prudent at this time to issue the Bends in order to carry out the Project, to provide for the refunding of the 1983 Notes , to establish a reserve fund for the Bonds, to pay the costs of iFo,iiance of the Bonds and further to provide for the payment of such Bonds as hereinafter provided; and h'HLREAS, the Bonds will be secured by a pledge of certain incremental ad valorem property taxes collected within the District, as authorized by Section 31-25-8C7 (3) (a) of the DDA Act; provided , however, ac valorem taxes of the City shall not be used or pledged Lon such purposes ex( -pz to the extent such ad valorem taxes constitute a part of the Pledged Revenues (hereinafter defined) ; and VTEREAS , the Bonds will be further secured by revenues of the City from its Sales and Use Tax_ (hereinafter defined) to the extent and under the terms and conditions specified herein ; and 2 WHEREAS , the City has received a proposal for the purchase cf such Bonds upon terms favorable to and in the best interest of the Citv, and the Council has determined to accept the same . kl: IT OPDATNED BY THE COUNCIL OF THE CITY OF FORT COILnJS : Section 1 . Definitions and Construction. Section 1 . 01 . Definitions. As used in this Ordinance , tha following terms shall have the following meanings, unless the (:ontext otherwise requires : (a) "Additional Bonds" ricans bonds or other ubligata.cr: (, ' h- City issued in the future pur:,u.ailt to Section 13. 02 of this Ordinance. (1)) "Authority" means the Fort Collins , Colorado, Downtown Development Authority . (c) "Bond" or "Bonds" means the Seri.ee 1984A Bonds and any Additional Lends authorized by this Ordinance. (d) "Bond Fund" means the City of Fort Collins , Colorado Downtown Development Authority Tax Increment Bonds , Bond Fund established pursuant to Section ^ hereci, including the Principal and Interest Account and the Development Account therein. (e) "Bondholder" or "holder" or "owner" of the Bonds or any similar term means the registered owner of any Bond as shown on the registration books maintained by the City. (f) "City" means the City of Fort Collins , Colorado. - 3 - (g) "DDA Act" means the Downto�,;n Development Authorities Act of the State of Colorado . Section 31-25-101 et seq. , C.R. S. , as amended. (h) "District" means the area described in the Authority ' s Plan cf Development approved by the City ' : Ordinance No. 46 , 1981 , on September 2 ' 981 , as amended by i:he City ' s Ordinance Nc. 1_62 , 1981 and Ordinance No. 2, 1983 , and as may be further �;rr:ended from time to time in compliance with the DDA Act . (i) "Escrow Fund" means the Citv of Fort Collins, Colorad., Downtown Development Authority Tax Increment Bonds , Escrow Fund established pursuant to Section = 0 hezeof. (j ) "Expense Fund" means the City of Fort Collins , Col-crado Downtown Development Authority Tax "increment Bonds, Expense Fund established pursuant to Section 11 hereof. (k) "Federal Securi*ies" means (t(-j the extent the ollowing are lawful inve.-:tne,ro.s for funds of the City) direct obliGations of the United States of America or obligations unconditionally guaranteed by the United States of America. (1) "Fiscal Year" means the year period beginning on ;ny January 1 and ending on the next following December 31 . (m) "hiBIA" means the Municipal Bond Insurance Association in its capacity as insurer of payment of principal of and interest on the Series 198AL Bonds or any successor to its function as issuer of a municipal bond guaranty insurance policy with respect to the Series 19^41, Bonds. 4 - (n) " 1983 Note" or " 1983 Notes" means the City' s Downtown Development Authority Tax Increirent rend Anticipa- tion. Notes , Series April 1 , 1983 , issued on Tune 13, 1983. (o) "Notice by Mail" or "notice" of any action or condition "by Mail" means a written notice meeting the requirements cf this Ordi-ance mailed by first class mail to the owners of reaistexed Bonds and at the addresses shown in the registration books maintained by the City. Notice shall be deemed to have been sufficiently given or served for all purposes when deposited into the mail, first class postage prepaid. (p) "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys of national reputation in the field of municipal bond law. Any opinion of such counsel may be based upon, inscrar as it relates to factual matters , information which is in the possession of the City as shown by a certificate or opinion of , or representation by, an officer cr officers of the City, unless such counsel knows ,. or in the exercise of reasonable care should have knco:n, L that the certificate or opinion or representation with -respect to the matters upon which his opinion may be based , as aforesaid , is erroneous. (q) "Ordinance" means this Ordinance , as from time to time amended in accordance with Section 17 hereof. (r) "Ordinance No. 58" means 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. (s) "Ordinance No. 80" means Ordinance No. 80 , 1984 , of the City, which provides procedure for issuing replacement bonds for bonds that become destroyed, lost or stolen. 5 - (t) "Crdinance 17c. 0 7" means Ordinance 'No. G71 , 1981 , rf the City, which provides for the establishment of the Sales and Use Tax Fund. (u) "Ordinance No. 113" means Ordinance No. 113 , 1982, of the City, which provides for the impcsition of the additional seventy-five hundreds percent (. 75€) Sales and Use Tax within the Citv. (v) "Ordinance No. 140" means Ordinance No. 140, 1979, of the City, which provides for the imposition of the additional one percent (1`s) Sales and Use ':l%l within the City . (w) "Ordinance Nc. 149" means Ordinance Nc. 149, 1981 , of the City, which provides; `or the imposition of the additional one-quarter percent ( . 25€) Sales and U: e Tax within the City. (r) "Outstanding" means when used with reference to bonds , as at any designated date , the aggregate cf all Bonds or any other securities of the City payable in whole or in part from the Pledged Revenues in any manner being executed and delivered, except the following: (1) Any Bond or other security of the City payable in whole or in part from the Pledged Revenues cancel-led by the City, by the Paying Agent , or otherwise on the City ' s behalf , at or before such date; (2) Any Bond or other security of the City payable in whole or in part from the Pledged Revenues held by or on behalf of the City; (3) Any Bond or other security of the City payable in whole or in part from the Pledged Revenues - 6 - for the payment or the redemption e£ which moneys or Federal or State Securities sufficient to meet all of the payment requirements of the principal of, the interest on , and any premiums due in connection with the redemption of such Bond or other security of the city payable .in whole or in part from the Pledged Revenues to the date of maturity or any Redemption Date thereof, shall have theretofore been deposited in escrow or in trust with a bank for that purpose, as provided in and required by Section 16 hereof; and (4.) Any lost, apparently destroyed, or wrongfully talcen Bond or other security of the City payable in whole or in part from the Pledged Revenues in lieu of or in substitution for which another k,ond or other security shall have been executed and delivered Tursuant to fhis Ordinance. (y) "Paying Agent" means the Director of Finance of the City, or any paying agents provided by the City pursuant to this Ordinance . (z) "Plan of Development" means the plan adopted by the City by Ordinance No. 46 , 1981 , including the Project described in Exhibit A hereto. (aa) "Pledged Revenues" means, for each Fiscal Year, that portion of ad valorem property taxes produced by the levy at the rate fixed each year by or for each public body having taxing power over all or any portion of the District upon that portion of the valuation for assessment of all taxable property within the District which is in excess of the valuation for assessment of all taxable property within the District on the Property Tax Base Dates , all in accordance with Section 31-25-807 (3) (a) (II) of the DDA Act; provided, however, that such amount shall be reduced by the 7 - arount of any collection fees lawfully payable to the City or Larimer County, Colorado for �:ervicns rendered in connection with the collection of such ad valorem property taxes; and crovided , further however, that in the event of a general reassessment of taxable property in the City, the valuation for assessment of taxable property within the District on the Property Tax Base Dates will be proportionately adjusted in accordance with such reassessment as required by the DDA Act or other applicable law. (bb) "Proiect" means the acquisition of real property and 'and assembly, demolishina of existing structures , conducting investications and studies , arl(' making and constructing a public parking garage ana otter improvements within the District, all in furtherance of and pursuant to the Plan of Development_ , including but riot 'limited to the projects described in Exhibit A hereto. _, (cc) Property Tax Base Dues means ..eptember 15 , 1.980 , with respect to the District described in the City' s Ordinance No. 46 , 1981 , and means September 15 , 1981 with respect to the area added to the District by virtue of the City ' s Ordinance No. 162 , 1981 , and means September 15 , 1982 with respect to the area added to the District by virtue of the City' s Ordinance No. 2 , 1983 , and mean-- the applicable date pursuant to the DDA Act with respect to such areas as may be added to the District by appropriate legislative action of the City. (dd) "Redemption Date" means the date fixed for the redemption prior to their maturity of any Bonds or other designated securities payable in whole or in Fart from the Pledged Revenues in any notice of prior redemption authorized by the City, or otherwise fixed and designated by the City. - 8 - (ee) "Reserve Fui:d" means the City of Fort Collins , Colorado Downtown Development Authority Tax increment Bonds , Reserve Fund establ_.:hed i.vr' uant to Section 9 hereof. (ff) ".ales and Use Tax" means the sales and use tax established by Ordinance No. 58 , Ordinance No . 113 , Ordinance No. 140 , and Ordinance No. 149 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: ferrh in Ordinance No. 58 , Ordinance No. 113 , Ordinance No. 140, and Ordinance No. 149 or any supplements or amendments thereof. (qg) "Sales and Use Tax Fund" means the special fund oieated by Crdinance No. 67 and referred to in Section 3 hereof. (hh) "Series 1984A Bond" or "Series 1984A Bonds" means the City' s Downtown Development Authority Tax Increment Bonds , Series 1984A, in the aggregate principal amount of not to exceed $8, 200 , 000 , initially dated as of October 1 , 1984 , and authorized by this Ordinance. (ii) "State Securities" means (to the extent the following are lawful investments for funds of the City) direct obligations of the State o= Colorado or obligations unconditionally guaranteed by the State of Colorado. Section 1 . 02. Construction. This Ordinance, except where the context by clear implication herein otherwise requires , shall be construed as follows: (a) Words in the singular number include the plural, and words in the plural include the singular. 9 - (b) fiords in the masculine gender include the feminine and the neuter , and when the sense so indicates words of the muter gender refer to any gender. (c) 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 numbemcd or otherwise so designated. (d) 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 iira^.it the scope or intent of, any provisions of this Ordinance . Section 2. Authorization; Purpose r,T Boras; Prelicc_inary and Final Official Statement. Section 2. 01. Authorization. Under and pursuant to the DDA Act , the City ' s Charter and this Ordinance , Series 1984A Bonds of the City in a principal amount not to exceed $6, 200, 000, having a final maturity date of November 1 , 2004, shall be issued by the City to aid in the financing cf the Project and for other activities and operations related thereto as hereinafter provided. Section 2. 02. Purpose of Bonds. The proceeds of any Bonds shall be used solely to finance development activities of the Authority within the District, including the Project, to provide for interest during acquisition, development and construction of the Project, to provide for the refunding of the 1983 Notes, to establish a reserve fund for the Bonds and to pay the Authority ' s and the City ' s costs in connection with the issuance of the Bonds , including premiums associated with insuring the prompt payment of the principal of, premium, if any, and interest on the 10 - Bonds . The City hereby approves and authorizes the commencement of the Project, including the projects described in Exhibit A hereto , subject to such further terms and conditions as the City may require in its sole discretion.. Section 2 . 03 . Preliminary and Final Official Statement. The Preliminary Official Statement, in substantially the form presented to the Council, is in all respects ratified, approved and authorized for use by Boettcher & Company , Inc . in connection with the pricing , sale and marketing of the Series 1984A Bonds. The Mayor is hereby authorized and directed to affix his signature to the Final Official Statement , for and on behalf of the City, in Substantially the form presented at this meeting, but with such changes therein as the administrative staff may deem necessary or appropriate, as evidenced by his execution thereof. The distribution by the City and use by the prospective purchasers of the Series 1984A Bonds, including Boettcher & Company, Inc, and its associates , of the Final Official Statement , to contain appropriate amendments and supplements , is hereby further authorized. Section 3. Nature of Bonds; Security; Pledge. Section 3. 01. Nature of Bonds; Security. The Bonds shall be a special, limited obligation of the City and shall be payable and collectible and equally secured by an irrevocable pledge of the Pledged Revenues and monies in. the Reserve Fund as provided in Section 4 hereof, as well as the proceeds of any subsequent refunding bends issued by the City, and designated therefor. In the event Pledged Revenues and monies in the Reserve Fund are insufficient to pay the principal of, premium, if any, and the interest on the Bonds when due and only in such event , moneys in the Sales and Use Tax Fund of the City as hereinafter specifically provided shall be paid by the City into the Bond Fund or the Reserve Fund as hereinafter provided in an amount sufficient to pay principal of , premium, if any , and the interest - 11 - on the Bonds when due; provided however, at such time as the Pledged Revenues derived in each of the last two complete consecutive Fiscal Years shall have been sufficient to pay an amount at least equal to 150% of the principal of, premium, if any , and interest on the Bonds and the debt service on all of the Ci.ty' s outstanding tax increment obligations issued on a parity with the Bonds pursuant to the DDA Act, the lien and pledge created pursuant to Section 3 . 02 hereof on Sales ana Use Tax revenues of the City and the City ' s Sales and Use Tax Fund shall be forever discharged and released. The Bonds shall not constitute a dcbi. or an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation of the State of Colorado or of the Charter of the City and shall not be considered or held to be a general obli;ation of the City. Except for the Pledged Revenues and Sales and Use Tax Revenues as specifically herein provided, no ad valorem taxes or other revenues of the City are pledged to the payment of the principal of or interest on the Bonds . Neither the members of the Council nor any persons executing the Bonds shall be liable personally on the Bonds. The validity of the Bonds is not and shall not be dependent upon : (i) the completion of the Project or any part thereof, or (ii) the performance by rnyone of any obligation relative to the Project , or (iii) the proper expenditure of the proceeds of the Bonds. Nothing in this Ordinance shall preclude : W the payment of the Bonds from the proceeds of refunding bonds issued pursuant to law, or (ii) the payment of the Bonds from any legally available funds including the proceeds derived by the City or the Authority from the leasing, sale or other disposition of real property within the District. Section 3 . 02. Pledge. There is hereby irrevocably pledged to the payment of the principal of, premium, if any , and interest 1� - or. the lands , the Pledged Revenues , as and when received, and moneys and Federal and State Securities in the Bond Fund and the Reserve Fund; provided however, ad valorem„ taxes of the City shall not be used or pledged for such purposes except to the extent such ad valorem taxes constitute a part of the Pledged Revenues . in addition , until such time as the Pledged Revenues derived in each of the last two complete consecutive Fiscal Years shall have been sufficient to pay an amount at least equal to 1500� of the principal of , premium, if any , and interest on the Bonds and the debt service on all of the City' s outstanding tar, increment obliaations issued pursuant to the DDA Act , the City hereby irrevocably pledges to the payment of principal of, premium, if any, and interest on the Bonds and hereby creates a lien for such purposes on revenues of the City' s Sales and Use Tax and on the moneys in the Sales and Use Tar, Fund; provided however, at such time as the Pledged Revenues derived in the last two complete consecutive Fiscal Years shall have been sufficient to pay an amount at least equal to 150% of the principal of, premium, if any, and interest on the Bonds and the debt service on all of the City' s outstanding tax increment obligations issued on a parity with the Bonds pursuant to the DDA Act, the lien and pledge created pursuant to Section 3. 02 hereof on Sales and Use Tax revenues of the City and the City' s Sales and Use Tax Fund shall be forever discharged and released; and provided further, such pledge and lien shall be subordinated to all liens on said Sales and Use Tax revenues and the Sales and Use Tax Fund moneys created as security for indebtedness of the City so long as the ratio of Sales and Use Tax revenues to debt service on obligations secured thereby , including the Bonds , is greater than 5 to 1 . In the event such ratio is less than 5 to 1 at any time, and so long as the ratio remains less than 5 to 1 , the pledge and lien to secure the Series 1984A Bends authorized by this Ordinance on revenues from the Sales and. Use Tax and on the Sales and Use Tax Fund shall be on a parity with all indebtedness of the City secured by the Sales and Use Tax revenues and the Sales and Use Tax Fund. The City further covenants and agrees that (i) 13 - if SP..rlt's 1984A Bonds are 011tStari0111g 8J.{.t.] ..,;;,Udiy i , 2002 and (ii) so long as the pledge of and lien on Sales and Use Tax relrenues of the City and the City ' s Sales and Use Tax Fund is in force pursuant to this Section 3. 02 , the City will maintain at all times the Sales and Uc:e Tax Fund as a fund of the City separate and distinct from all other funds of the City and will continue to levy, impose , administer, enforce and collect the Sales and Use Tax in an amount at least sufficient to timely pay the principal of, premium, if any, and interest on the Series 1984A Bonds. The Pledged Revenues , as received by the City, shall immediately be subject to the lien of the pledge hereof, without any physical delivery thereof, any filing or any further act, the lien cf such pledge and the obligation to perform the contractual provisions made in this ordinance shall have pricrity over all other obligations and liabilities of the City, and the lien of such pledge shall he valid and binding as against all persons having claims of any kind in tort , contract or otherwise against the City, irrespective of whether such persons have notice thereof. In addition, there is hereby irrevocably pledged to payment of the Bonds the proceeds of any refunding obligations issued by the City, and designated therefor. Section 4. Bond Execution, Registration,_ Transfer, Details and Form of Bonds. Section 4. 01. Eond Execution. The Bonds shall be issuable only as fully registered bonds in the denomination of $5, 000 or any integral multiple thereof . The Bonds shall be signed 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 signed and attested with the facsimile signature of the City Clerk, and shall be countersigned with the manual signature of the City - 14 - Finance Director. Should any officer whose facsimile or manual signature appears on the Bonds cease to be such offices before delivery of the Bonds to the purchasers thereof , such facsimile or manual signature shall nevertheless lie valid and sufficient for all purposes . The facsimile signatures provided for herein shall be placed on the Bonds in the manner set forth in Section 11--55-101 et sea. , C.R.S. , as amended. Notwithstandinq the foregoing , the Bonds may be issued in temporary form, as one or more fully registered bonds , in any uenomii:ation or denominations. Such temporary Bonds shall otherwise be in the form herein provided, and executed and authenticated as herein provided. Temporary Bonds shall be exchanged for Bonds in definitive form withoi0- charge as secn as practicable , at which time the City shall cancel all temporary Bonds surrendered for definitive Bonds. The Bonds and any temporary bonds issued hereunder shall be fully negotiable within the meaning of and for all purposes of Article H of Title 4 , C.R.S. Section 4. 02. Registration. The City will cause to be kept at the office of the City Clerk a record of the Bond or Bonds outstanding upon and subject to which it will provide for the registration or transfer of ownership of the Bonds. The Bonds shall be transferable by the registered owner in person or by its attorney or personal representative duly authorized in writing, upon surrender of the Bonds together with a written instrument of transfer, duly executed by the transferor or its duly authorized _ Y agent, and, if requested by the City Clerk, a legal opinion as to exemption from registration satisfactory to the City Clerk. Upon such transfer the City Clerk shall note the date of registration acid the name and address of the new owner in such record and in the registration blank appearing on the Bonds. 15 - Section 4 . 01 . Transfer. Said Bonds shall not be transferred or exchanged except in accordance with applicable securities laws , regulations and rules and except with such disclosure as may be appropriate under the circumstances or tact material to the investment decision of a prudent investor documented to the reasonable satistacticn of the Citv and its coursel . The City hereby disclaims any responsibility for such disclosure and hereby advises any transferor that such disclosure is solely the obligation of such transfe_cr. Section 4 . 04 . Replacement Bonds . The procedure applicable to any fiord that becomes mutilated, destroyed, lost or stolen shall be as set forth in Ordinance No. 60 , a� such ordinance may be amended -from time to time. Section 4. 05. Form of Bonds. The Bonds shall be in substantially the following form, with such emissions , insertions, endersecrent.s , and.. variations as to recitals of fact or other provisions as stay he required by the circumstances and as may be required or permitted by this Ordinance , and as may be necessary or appropriate to ccnform to the rules and requirements of any governmental authority or to any usage or requirement of law with respect thereto: 16 - [Form of Bonds] Ila. R- $ UNITED STATES OF AMERICA STATE OF COLORADO CCUNTY OF LPRIM,ER CITY OF FORT COLLINS, COLGRADO DOWNTC47N DEVELOPMENT AUTHORITY TAX INCREMENT BOND E' TEREST RATE MATURITY DATE DATED AS OF CUSIP CCTOBER 1 , 3984 KNOW ALL PERSONS BY THESE PRESENTS THAT THE CITY OF FORT COLLINS (the "City") , in the County of Larimer and State of Colorado, for value received, hereby promises to pay to the order of the registered owner identified on the reverse side hereof, solely from the special funds provided therefor and hereinafter specified, the Principal Sum stated above, as hereinafter set forth , on the Maturity Date stated above , and to pay solely from said special funds interest hereon from the date hereof to the Maturity Date hereof at the per annum Interest Pate stated above payable commencing May 1 , 1985 , and semiannually thereafter on Lay 1 and November 1 of each year. The principal of and interest on this Bond is payable in lawful money of the United States of America, without deduction 17 - for exchange or collection charges , out of the special funds hereinafter specified, but not otherwise ; to the registered owner hereof as shown on the registration Looks kept for that purpose at the office of the City Clerk of the City, in Fort Collins , Colorado, as registrar, or her successor (the "registrar" ) , upon maturity and presentation and surrender of this bond at the office of the Director of Finance of the City, in Fort Collins , Colorado, as paying agent , or his successor (the "paying agent" ) . '11_e interest hereon shall be 11ald to the registered owner hereof by check or draft mailed by the paying agent , on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day) , to such registered owner at his addrees as it last appears on the registration books kept for that purpose by the registrar. tf, upon presentation at maturity, payment of this bond is net made as herein provided, interest hereon shall continue at the same rate per annum until. the principal hereof is paid in full. Reference is hereby made to the further provisions of this Bend set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as if set forth on the front side hereof. This bond shall not be valid or obligatory for any purpose until the registrar shall have manually signed the provision for registration herein. It is hereby recited, certified and declared that any and all acts , conditions and things required to exist , to happen and to be performed precedent to and in the issuance of this Bond exist , have happened and have been performed in due time , form and manner as required by the Constitution and laws of the State of Colorado. It' WITNESS WHEREOF, the Council of the City of Fort Collins , Colorado , has caused this Bond to be signed by and on behalf of the City with the facsimile signature of the Mayor of the City, to be sealed with a facsimile of the seal of the City, to be signed and attested with a facsimile signature of the City Clerk 18 - of the City, and to be countersigned with the manual signature of the Director of Finance of the City , all as of the first day of October, 1984 . CITY OF FORT COLLINS, COLORADO Ly : (Facsi-mile Signature) Mayor (FACSIMILE) (SEAL) Countersigned : ATTEST: (Manual Signature) ure Facsimile Si. n_a_t_ ( 4 ) Director of Finance City Clerk [Back of Bond Form] CITY OF FORT COLLINS , COLOKADC DOWNTOWN DEVELOPMENT AUTHORITY TAX INCPEMENT BOND SERIES 1984A This Bord is one of a series of Bond-- issued by the Council of the City of Fort Collins , Colorado, on behalf of said City and the Fort Collins , Colorado Downtown Development Authority in the aggregate principal amount of $8 , 200 , CC0, initially dated as of October 1 , 1984 (the "Bonds" ) , for the object and purpose of defraying, in whole or in part, the costs of certain projects of the said. Authority, including the costs of acquiring real property ar,d land assembly, demolishing existing structures , conducting investigations and studies and making and constructing a public parking garage and other improvements, together with all necessary incidental and appurtenant properties , facilities , equipment and costs , and to provide for the refunding of the 1983 Notes (as defined in the Ordinance) , to establish a reserve fund for the Bonds , and to pav the costs of issuance of the Bonds; provided, however, ad valorem taxes of the City shall not be used or p1edged for such purposes except to the extent such ad valorem taxes constitute a part of the Pledged Revenues hereinafter described. The Bonds of this issue maturing on or before November 1 , 1994 , are not redeemable prior to their respective maturity date. Bonds cf this issue maturing on or after November 1 , 3.995 are redeemable prior to their respective maturity dates, at the option of the City, in inverse numerical order, on November 1 , 1994 , and on any interest payment date thereafter, at the redemption prices (expressed as a percentage ofprincipal amount P P P P 9 ) set forth in the following table , together with accrued interest thereon to the Redemption. Date defined in the Ordinance. - 20 - Redemption Period Redemption (Dates Inclusive) Price Fcvember 1, 1994 to Cctcber 31 , 1995 102 s November 1, 1995 to October 31 , 1996 101�' 2 November 1, 1996. to October 31 , 1997 101 November 1 , 1997 to October 31, 1998 100x November 1. , 1998 and thereafter 100 In the event this Bord is called fcr redemption., the City shall give notice , in the name of the City , of the redemption of such Bond, which notice shall (i) specify the Fords to be redeemed, the Redemption Date , the redemption price , and the place or places where amounts due upon such redemption will be payable (which shall be the principal office of any Paying Agent for the Bonds) and , if less than all of the Bonds are redeemed, the numbers of the Bonds , and the portions of Bonds so to be redeemed, (ii) state any condition to such redemption and (iii) state that on the Redemption Date, and upon the satisfaction of any such condition, the Bonds to be redeemed shall cease to bear interest. Such notice shall be given by Mail at least thirty (30) days prior to the date fixed for redemption to the Registered Owners of the Bonds to be redeemed; provided however, that failure duly to give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds. This Bond and the Bonds of the series of which this is one are a special , limited obligation of the City and the full faith and credit of the City is not pledged to pay the principal of or interest on this Bond. THIS BOND AND THE INTEREST THEREON SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CCNSTITUTICN OR ANY STATUTE OF THE STATE OF COLORADO. Payment of the principal of and interest on this Bond shall be made solely from, and as security for such payment there are irrevocably (but not necessarily exclusively) pledged , pursuant to the Ordinance , two special funds identified _ 21 _ as the "City of Fort Collins, Colorado Dcwntcwn Development Authority Tax Increment Bond Fund" and the City of Fort Collins , Colorado Dcwntcwn Development Authority Tax Increment Bonds , Reserve Fund, " into which funds the City has covenanted in the Ordinance to pay, respectively, from the Pledged Revenues (herein (lefined) sums sufficient to pay when due the principal of and interest on the Bonds of the series of which this is one and any additional Parity Securities hereafter issued ana payable from such revenues , and from the proceeds of the sale of the Bonds , to accumulate and maintain a specified reserve for such purposes. In addition, under certain ci-rcumstances and subject to the restrictions, terms and conditions specified in the Ordinance , the City has pledged Sales and Use Tar: revenues and its Sales and Use Tax Fund to secure the Bonds. 't is hereby recited, certified and warranted that for the payment of this Bond and of the interest hereon, the Citv 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 referred to above authorizing the issuance of this Bond, and out of said special funds , as an irrevocable charge thereon, will pay this Bend and the interest hereon, in the mariner provided by the Ordinance. The Bonds of the series of which this is one 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 the series of which this is cne , subject to ez,�Y -sled conditions , may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and iunicr to the lien of the Bonds of the series of which this is one 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 this Bond, the series of Bonds of - 22 - which this Bond, is one, and the interest hereon and thereon in anticipation of the collection of the Pledged Revenues . "Pledged Revenues" r,.eans, for each Fiscal year (as defined in the Ordinance) , that portion of ad valorem property taxes produced by the levy at the rate fixed each year by or for each public body having taxing power over all or any portion of the District (as defined in the Ordinance) upon that portion of the valuation for assessment of all taxable property within the District which is in excess of the valuation of assessment of the taxable property within the District on the Property Tax Base Late+s defined in the Ordinance; provided, however, that such amount shall he reduced by the amount of any collection fees lawfully payable to Larimer County or the City for services rendered in connection with the collection of such ad valorem property taxes; and provided turther , however, that in the event of a aenerai- reassessment of taxable property in the City, the valuation for assessment_ of taxable property within the District on the Property Tax Base Dates will be proportionately adjusted in accordance with such reassessment. For the redemption of the Bonds of this series maturing on November 1 , 2004, the City shall deposit in the Principal and Interest Account of the Bond Fund, as established under the Ordinance , on or before November 1 , 1999 , and on or before each November 1 thereafter to and including November 1 , 2003 , a sum which, together with other moneys available therefor in the Principal and Interest Account of the Bond Fund, is sufficient to redeem the Bonds maturing on November 1 , 2004 in the principal amounts as set forth in the Ordinance. The City covenants and agrees with the holder of this Bond and with each and every person who may become the holder hereof that it will keep and will perform all of the covenants contained in this Bond and the Ordinance authorizing the issuance hereof. Reference is hereby made to the Ordinance of the Council of the City authorizing the issuance of this Bond for a description of the provisions , terms and conditions upon which this Bond is issued and secured, including, without limitation, the nature and extent of the security for this Bond, provisions with respect to - 23 - the custody and application of the proceeds of this Bend , the collection and disposition of the proceeds charged with and pledged to the payment of the principal. of and interest on this Bend , 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 this Bond and the interest hereon and the manner of enforcement of said pledge , and the _^fights , duties , :unmunities and obligations of the City and the members of its Council and also the rights and remedies of the holders of the Fonds . .STATE OF COLOFADO ) CCGIr'TY OF LA.F.IMF.I? 1 SS. TF;CAL GPINIGN CFRTIFICATF CITY OF FORT COLLINS) -S LEREBY CERTIFIED that the legal opinion on The City of Fort Collins , Colorado Downtown Development Tax Increment Bonds , Series 1984A , is a true ana correct copy of the original legal opinion of the firms of Kutak, Reek & Huie and Fischer, Brown. , Huddlesor. & Minn, as Co-Bond Counsel , and that such original legal opinion is signed on behalz of said firms of attorneys and has been delivered to the City of Fort Collins, Colorado on or prior to the issuance, sale and delivery of such Bonds. CITY CF FORT COLI,IITS, COLORADO By: (Facsimile Signature) g --- City Clerk [Opinion of Co-Bond Counsel to Appear Here] [MBIA Statement of Insurance to be supplied] 24 - PROVISION FOR REGISTRATION This }%ond is registered in the office of the City Clerk of the City cf Fort Collins, in Fort Collins , Colorado, as registrar, or her successor; in the name of the last owner listed below; and the principal ana interest on this hond shall be Payable only to such owner, all in accordance with rho ordinance authorizing the issutince of this bond. No transfer of this bend shall be valid unless made on the registration books kept by the registrar by the registered owner or hi.s duly authorized attorney and noted in the registration blank below. NAME OF REGT_STERED 01ST:ER - - DATL OF AFD ADDRESS, "'iiX I.D. NUMBER SIGNATURE CF 1<EGISTRATION OR. SCCIAL SECURITY NUMBEE REG jcTRAR [End of Form of Bond] 25 ,Form of assignment] ASSIGNMENT FC12 VALUE RECEIVED, `, the undersigned, hereby sells, assigns and transfers unto TAX IDENTIFICATION OR SOCIAT, SECURITY NO. (Please Print or Type Name and. Address of Transferee) the within bona and all. rights thereunder, and hereby irrevocably constitutes and appoints _ attorney to transfer the within bend on the books kept for req-4stration thereof, with full power of substitution in the premi:;c+s . Dated: ~— NOTICE. the signature to this assignment must correspond with th--e name as it appears upon the face of Signature Guaranteed : the within bond in every particular, without altera " Jun cr enlargement or any change whatever. NOTICE: Signatures) must be guaranteed by a member firm of the New York Stock ELchanae or a commercial bank or trust company . 26 - Section 5. Iseuance and Description cf Bonds; Interest Rate. Section 5. 01 . Issuance and Descriptp ion of Bonds . The Series 1984A Bonds shall be issued solely in the aggregate principal amount of not to exceed $8 , 2.00 ,000 and shall be designated "City of Fort Collins, Colorado Downtown Development Authority Tax Increment Bonds , Series 1984P.. " The Bonds shall be numbered consecutively from "R-1" upward, shall be issued in denomination of $5 ,000 or any integral multiple thereof and shall be dated as of October 1 , 1.984, Interest on the Series 1984A Bonds shall be payable commencing on May 1, 1985, and semi- �_nnually thereafter or May 1 and November 1 of each year until maturity. Fach Series 3.984A Bond shall bear interest until the principal sum thereof has been paid; provided , however, that if funds are available for the payment thereof in full accordance %,I the terms of this Ordinance , the Series 1984A Bonds shall then cease to bear interest. The Bonds shall mature on the 1st day of November in the principal amounts and years, and shall bear per annum interest at the rates as shown in the following schedule: Maturity Dates Principal Interest (November 1) Amounts Rate 1987 $ 25,000 7.50% 1988 $ 25 , 000 8 00% 1989 $ 25, 000 8. 3 0% 1990 $ 25, 000 8 . 60% 1991 $ 25,000 8. 80% 1992 $ 310,000 9. 00% 1993 $ 330, 000 9. 20% 1.994 $ 370,000 9. 40% 1995 $ 400, 000 9. 50% 1996 $ 430 ,000 9. 625% 1997 $ 465 , 000 9. 75% 1998 $ 505, 000 9. 675% 2004 $5 , 265 ,000 10.50% The principal of the Bonds shall be payable in lawful money of the United States of America and shall be payable to the - 27 - registered owner thereof as shown on the registration books kept for that purpose at Lhe office of the City Clerk of the City, in Fort Ccll;_ns , Colorado , as registrar, or her successor , upon maturity and presentation and sur'rendey of any Bond at the office of any Paying, Agent. The interest or. the Ponds shall be paid to the registered owner thereof by check or draft mailed by the Paying Agent , on or before each interest payment date (or, if such interest payment date is not a business dap , on or before the next succeeding business day) , tc such registered owner at his address as it last appears on the registration books kept for that purpose by the City Clerk. If, upon Presentation at maturity, payment of any Bond is not made as herein provided, interest hereon shall continue at the same rate per annum until the principal hereof is paid in full. Section 5 . 02 . Interest Rate. The maximum net effective interest rate authorized for the Series .19547>_ Lends is fifteen percent i15 ) per annum. The actual net effective interest rate on the Series ' 984A Bonds is Ten and forty-two hundreds percent (10 . 42%) per annum. Section 6. Redemption of Series 1984A Eords Prior to Maturity. Section 6 . 01 . General. Series 1984A Bonds maturing in the years 1985 through 1994 are not redeemable prior to their respective maturity dates. Series 19R4A Bonds maturing in the year 1995 and thereafter are redeemable prior to their respective maturity dates, at the option of the City, in inverse order of maturity, as selected by lot by the City, on November 1 , 1994 , and on any interest payment date thereafter, at the redemption prices (expressed as a percentage of principal amount) set forth in the following table, together with accrued interest thereon to the Redemption Late. 28 - Redemption Period Redemption. (Dates Inclusive) Price November 1 , 1994 to October 31 , 1995 102 % November 1 , 199° to October 31 , 1996 101' November 1, 1996 to October 31 , 1997 101 November 1 , 1997 to October 31 , 1998 100' November 1 , 199E and thereafter 100 Section 6. 02. Mandatory Sinking Fund Redemption. For the redemption of the Bonds maturing on 'November 1 , 2004 , the City shall deposit in the Principal and Interest Account of the Bond Funa, as established under Section 8 of this Ordinance, on or before November 1 , 1999 , and on or before each November 1 thereafter- to and including November 1 , 2003 , a sum which, tcgether- with other moneys available therefor in the Principal ana Interest Account of the Bond Fund , is sufficient to redeem the following principal amounts of the following Bonds maturing on November 1 , 2004 : November 1 Principal of the Year Amount 1999 $ 555 ,000 2000 605 ,000 2001 675 ,000 2002 740 ,000 2003 810 , 000 2004 1 , 880 ,000 In case a Bond maturing or, November 1 , 2004 is of a denomination larger than $5 , 000 , a portion of such Bond ($5 , 000 or any intergral multiple thereof) may be redeemed, but Bonds maturing on November 1 , 2004 shall be redeemed only in the principal amount of $5 ,000 or any intergral multiple thereof. G9 i Section 6 . 03 . Procedure for Redemption. In the event any of the Bonds are called for redemption , the City shall give notice , in the name of the City, of the redemption of such Bonds , which notice shall (i) specify the Bonds to be redeemed, the Redemption Date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the principal office of any Paying Agent for the Bonds) and, if less than al'_ of the Bonds are to be redeemed , the rjurrbers of the Bonds , and the portions of Bends so to be redeemed, (ii) state any condition to such redemption and (iii) state that on the Redemption Date, ana upon the satisfaction of any such condition, the Bonds to be redeemed eha.11 cease to bear interest. Such notice shell be given by Nail at .least thirty (30) days prior to the date fixed for redemption to the owners of the Bonds to be redeemed; provided however, that failure duly to give such notice by Mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds. Notice shall also be given to the following: Boettcher & Company, Inc. 828 17th Street Denver, Colorado 80202 Section 6. 04. Cancellation. All Bonds which have been paid or redeemed and paid, shall not be reissued and they shall be cancelled and destroyed. Section 7. Sale of Series 1984A Bonds, Disposition of Bord Proceeds. Section 7. 01. Sale of Series 1984A Bonds. The Series 1984A Bonds shall be sold to Boettcher & Company, Inc. , Denver, Colorado, at a price of ninety-seven and fifty one-hundreds percent (97 . 50%) of par plus accrued interest from October 1 , 1984 , to the delivery date, as set forth in the Bond Purchase Agreement attached hereto as Exhibit B. The Director of Finance of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement for and on behalf of the City - 30 - I ' in substantially the form attachea to this Ordinance as Exhibit B , but with such minor changes thereto as are consistent with this Ordinance and as are approved Ly the Director of Finance . The execution of the Eond Purchase Agreement by the Director of Finance shall constitute conclusive evidence of the approval of the form and content thereof for ana on behalf of the City Section 7. 02 . Disposition of Bond Proceeds. Upon receipt of the purchase price established above , the Series 1984A Bonds shall he delivered by the City to Boettcher & Company, Inc. and the proceeds thereof sha'_] h(, applied as follows : (a) The accrued interest paid with respect to the Series 1984A Bonds shall be deposited to the credit of the Principal and Tinterest Account of the Lend Fund. (b) $1 , 000 , 000 c:ith respect to the Series 1984A Bonds shall be deposited in the Reserve Fund. (c) $420 , 000 , representing capitalized interest with respect to the Series 1984A Bonds , shall be deposited in the Principal and Interest Account of the Bond Fund. (d) The cost of issuance with respect to the Bonds , including the cost of the premiums on account of the insurance policy provided by MBIA insuring the payment when due of the principal of and interest on the Series 1984A Bonds , shall he deposited in the Expense Fund. (e) An amount sufficient to pay when due the principal of, premium, if any, and interest on the 1983 Notes shall be deposited in the Escrow Fund. (f) The balance of the proceeds shall be deposited to f-.he credit of the Development- Account of the Bond Fund. - 31 - Section 8 . The Bond Fund. Section 8 . 01 . Creation of Bond Fund. There is hereby created and established with the City a special fund called the "City of Fort Collins, Colorado Downtown Development Authority 'fax increment Bonds , Bond Fund. " The Bond Fund shall contain two separate accounts to be known as the "Principal and Interest Account" and "Development Account. " Sc 'Long as any or the Series 1984A Bonds herein authorized or any Additional Bonds, or any interest thereon, remain unpaid, the moneys the foregoing Bona Fund shall be used for no purpo_-e other than those required or permitted by this Ordinance. Section 8. 02. Use of Moneys in the Development Account. There shall be deposited in the Development Account the sums set forth in Section 7 (e) hereof, together with such amounts as may he directed to be deposited therein in any subsequent ordinance authorizingAdditional Bonds. The moneys set aside and laced in P the Development Account shall remain therein until from time to time expended by the City pursuant to the requisite appropriation ordinances of the City solely for the purpose of financing all or a portion of the cost of the Project, other costs related thereto including undertakings set forth in the DDA Act , and any necessary expenses incurred in connection with the issuance and sale of the Bonds and fees of any Paying Agent not paid from the Expense Fund, as well as the payment of the principal of and interest on the Bonds to the extent of any deficiency of funds in the Principal and Interest Account and the Reserve Fund. If any sum remains in, the Development Account after the full accomplishment of the objects and purposes for which the Bonds were issued, as determined by the City, said sum shall be transferred to the Principal and Interest Account. Section 8 . 03 . Use of Moneys in the Principal and Interest Account. There shall be deposited in the Principal and Interest Account the sums set forth in Sections 7 .02 (a) and 7 . 02 (c) 32 - hereof, together with such amounts as may be directed to be deposited therein in any subsequent ordinance authorizing Additional Bonds . In addition , all Pledged Revenues and other moneys designated by the City, except as hereinafter provided, shall be deposited as received by the City in the Principal and Interest Account. Such Pledged Revenues so accumulated in the Principal and Interest Account shall be t:sed solely for the purposes of paying the principal of , premium, if any, and interest on the Bonds and for no other purpose so long as any Bonds remain outstanding and unpaid. Gection 9 . The Reserve Fund. Section. 9 . 01. Creation of Reserve Fund. There is hereby cre;-AFF, ? and established with the City a special fund in the name of the City to be designated "City of Fort Collins, Colorado Downtown Development Authority Tax Increment bonds , Reserve Fund. " Section 9 . 02. Liens. The City shall not create any lien upon the Reserve Fund other than the lien hereby created. Section 9 . 03. Deposits into Reserve Fund. (a) There shall be deposited into the Reserve Fund: (i) from the proceeds of the Series 1984A Bonds an amount equal to $1 , 000, 000; (ii) all other moneys received by the City from any other source when accompanied by directions by the City that such moneys are to be paid into the Reserve Fund; and (iii) such amounts as may be directed to be deposited therein in any subsequent ordinance authorizing Additional Bonds. (b) All income or other gain from the investment of moneys in the Reserve Fund shall be deposited into the Reserve Fund. If, as a result of the accumulation of income, the amount of moneys in the Reserve Fund exceeds $1 , 000, 000 , such excess shall 33 - • be trans�er-e(? e=ually to the Development Account of the Bond Fund; prcvi.ded however, prior to any such transfer to the said Development Account of the Bond Fund, the City may use moneys in the Reserve Fund in excess of $1, 00C , 000 to reimburse the C:ii-v for funds previously deposited by the City in the Bona Fund or the Reserve Fund from sources other than Fledged Revenues . Section 9 . 04 . Use—of Morevs in Reserve Fund . The Reserve Fund shall be in the custody of the City, and shall he used as follows : (a) If the City determines that on the business day next preceding any interest payment date with respect to the Bonds , there are insufficient moneys in the Bond Fund available to pay the interest to be paid on the Bonds on such interest payment date, the City shall transfer from moneys in the Reserve Fund to the Bond Fund the amount (to the extent available) which, when added to the amount of moneys in the Ber,d Fund available for the payment of interest , will equal the interest col 1:- paid on the Bonds on such interest payment date . (b) If. the City determines that on the business day next preceding the maturity or redemption date of any of the Bonds , there are insufficient moneys in the Bond Fund available to pay the sum of W the principal of the Bonds that will become due and payable (whether by virtue of maturity or redemption) on such maturity date , (ii) any applicable redemption premium, and (iii) any accrued interest which will become due and payable on such maturity or redemption date, the City shall transfer from moneys in the Reserve Fund to the Bond Fund the amount (to the extent available) which, when added 34 - to the moneys in the Ford Fund available fdr payment of such sum, ill equal the sum coming due on the Bonds on such maturity or redemption date. F:i.thin seven (7) business days after any transfer of moneys from the Reserve Fund to the Bond Fund pursuant to this Section 9 . 04 , the City shall give written notice to .11 IBIA (34 South Froadway, White Plains, New York 10602 , or at such other address as may be specified in writing by MBIA to the City) of the date and amount of any such transfer. Section 9. 65. Replenishment of the Reserve Fund. At any time the balance of moneys in the Reserve Fund is less than $1 , 000 , 000 , the City shah cause any available Pledged Revenues to be deposited in the Reserve Fund in amounts sufficient to replenish the balance of moneys in the Reserve Fund to a level at least equal to $1 , 000, 000. In the event that Pledged Revenues are insufficient to replenish the Reserve Fund, the City shall not later than December 31 of each fiscal year replenish the Reserve Fund to a level at least equal to $1 , 00C , 000 from moneys in the Sales and Use Tax Fund of the City. Prior to the discharge and release of the lien and pledge created pursuant to Section 3. 02 hereof, the City shall deposit into the Reserve Fund an amount sufficient to replenish the balance of moneys in the Reserve Fund to a level at least equal to $1 , 000, 000. If the City is required to replenish the Reserve Fund pursuant to the above provision, the Authority shall be obligated to reimburse the City for the amount deposited into the Reserve Fund. Section 9 . 06. Payment to the City. Any monies remaining in the Reserve Fund, after payment in full of the principal of, redemption premium, if any, and interest on the Bonds, shall be paid to the City. 35 - Section 10 . The Escrow Fund. Section 10. 01 . Creation of Escrow Fund. There is hereby created and established with the City a special fund in the name of the City to be designated ^._ty ui Fort Collins , Colorado Downtown. Development Authority Tax Increment Fonds , Escrow Fund, " which is hereby pledged and shall be used by the City to pay when due the principal of, premiurl , if any , and interest on the 1983 Notes . Section 10 . 03. Liens. The City shall not create any lien upon the Escrow Fund other than the lien hereby created. Section 10. 03 . Deposits into Escrow Fund. (a) There shall be deposited into the Escrow Fund from the proceeds of the Bonds an amount which shall be sufficient , or Federal or State Securities which shall not contain provisions permitting the rederption thereof at the option of the issuer, the principal of and the interest on which when due , and without any regard to reinvestment thereof, will provide moneys which shall be sufficient, to pay when due the principal c and interest due and to become due on the 1983 Notes or, and prior to the applicable redemption date or maturity date thereof, as may be specified in the escrow agreement descri.hc-() ;:, Section 10. G5 hereof. (b) All income or other gain from the investment of moneys in the Escrow Fund stall be deposited into the Escrow Fund. Section 10. 04. Use of Moneys in Escrow Fund. (a) Moneys in the Escrow Fund shall be used solely for the payment of the principal of and interest on the 1983 Notes when and as due. (b) Moneys deposited into the Escrow Fund, and any income or other gain from the investment thereof, not used for the purpose described in subsection (a) , shall after payment in full of the principal and interest on the 1983 Notes be transferred to the Principal and Interest Account of the Bond Fund. 36 - Section 10. 05. Authorization of Escrow Acyreement. The Director of Finance is authorized and directed to enter into an escrow agreement with a commercial banking institution of his selection for the purpose of establishing the Escrow Fund and carrying out the purposes thereof as described in this Section 10. Said escrow agreement shall contain such terms and be in such form as the Director of Finance may deem appropriate in the circumstances. Section 11. The Expense Fund. Section 11. 01 . Creation of Expense Fund. There is hereby created and established with the City a special fund in the name of the City to he designated "City of Fort Collins , Colorado Downtown Development Authority Tax Increment Bonds , Expense Fund , " which is hereby pledged and shall be used by the City to pay the expenses of the issuance of the Bonds. Section 11. 02. Liens. The City shall not create any lien upon the Expense Fund other than the lien hereby created. Section 11 . 03 . Deposits into Expense Fund. (a) There shall be deposited into the Expense Fund from the proceeds of the Series 1984A Bonds all amounts not deposited into any other fund created hereunder, together with such amounts as may be directed to be deposited therein in any subsequent ordinance authorizing Additional Bonds . (b) An amount sufficient to pay the costs of issuing the Series 1984A Bonds, including the premiums associated with insuring the payment when due of the principal of and interest on the Series 1984A Bonds. (c) All income or other gain from the investment of moneys in the Expense Fund shall be deposited into the Expense Fund. 37 - Section 11 . 04 . Use of spense Moneys in Ex Fund. (a) Moneys Y b Y in the Expense Fund shall be used solely for the payment of ;_ .•�:;.« () F issuing the Series 1984A Bonds , tcaether with such aruounts as may be directed to be deposited therein in any subsequent ordinance authorizing Additional Sends . The City officers are authorized ,a.,d eropcwered to disburse amounts in the Expense Fund for the costs incurred in connection with the issuance of the Bonds, including, but not limited tc , fees and disbursements of Bond Counsel , printing expenses , Paying Agent ' s fees and the premium associated with the issuance by MBIA of a pclicy of insurance insuring the timely payment of the principal of and interest on the Series 19P4A Bonds . (b) If moneys remain in the Expense Fund after all costs incurred in connection with the issuance of the Bonds have been paid , any such remaining moneys shall be tran�rFrred by the City to the Development Account of the Bond Fund . Section 12. Investments . All moneys held by the City in the Bond Fund, the Reserve Fund, the Escrow Fund or the F,;:pense Fund shall be invested by the City in any lacvful investments for funds of the City. Such investments shall be also subject to the following restrictions : (a) Moneys in the Development Account shall be invested only in the obligations which will by their terms mature or are redeemable at the option of the City not later than the date the City estimates the moneys represented by the particular investment will be needed for withdrawal from said Account. (b) Moneys in the Principal and Interest Account shall be invested only in obligations which will by their terms mature or are redeemable at the option of the City on such - 36 - dates as to insure that before each interest and/or principal payment date there will be in such Account, from matured obligations and other moneys already in such Account , crash equal to the interest and principal payable on such date and available therefor. Section 13. Issuance of 1983 Notes; Additional Bonds. Oection 13. 01 . Issuance of 1983 Nctes. The City issued its City of Fort Collins , Colorado Downtown Development Authority Tax Increment Bend Anticipation Notes , Series April 1 , 1.983 , in the principal amount of $3, 100, 000 on June 13, 1983 , which notes are secured by the Pledged Revenues and are on a parity with the Series 1984A Bond-- with respect to the payment of principal and interest. Section 13. 02. Issuance of Additional Bonds. Nothing herein, subject to the limitations stated in Section 13 . 06 hereof, prevents the issuance by the City of Additional 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 Series 1984A Bonds and any Additional Bonds, or prevents the issuance of bonds or other securities refunding all or a part of the Bonds; but before any such Additional Bonds are authorized or actually issued (excluding U) any parity refunding securities refunding all of the Bonds , and (ii) any Additional Bonds refunding Additional Bonds , and (iii) any subordinate securities as permitted in Section 13 . 03 hereof) the following provisions must first be satisfied: (a) Absence of Default. At the time of the delivery of and payment for any Additional Bonds , the City shall not be in default in making any payments required by the Bonds , this Ordinance or ordinances authorizing Additional Bonds. Such absence of default shall be certified in writing by the Director of Finance of the City. - 39 - (b) Historic Pledged Revenues 'Kest. As certified by the Director of Finarce , Either. (i) the Pledged Revenues derived in each of the last two complete Fiscal Years immediately preceding the date of the issuance of such Additional Bonds, or (ii) the Pledged Revenues derived in Hach of the last two (2) twelve (12) consecutive and complete calendar month periods ending not later than the third calendar month prior to the month of .issuance of Additional Bonds and ending not earlier than the end of the last preceding Fiscal Year, sha11 have been sufficient to pay in each period an amount at least equal to 130% of the ,na.x i.mum annual amount of principal cf and interest on all outsi:andirg prior Bonds , and the Additional Bcnds proposed to be issued. In determining the Pledged Revenues derived in any applicable twenty-four (24) month period hereunder, Pledged Revenues to Le received on account of improvements completed and certified to the applicable taxing jurisdiction within thirty (30) days after the ena of any such period shall be included as though received within any such period. Section 13. 03. Subordinate_Securities Permitted. Nothing herein, subject to the limitations stated in Section 13. 0E hereof, prevents the City from issuing Additional Bonds or other additional securities for any lawful purpose payable from the Pledged Revenues and having a lien thereon subordinate, inferior and junior to the lien thereon of the Bonds. Section 13. 04. Superior Securities Prohibited. Nothing herein permits the City to issue Additional Bonds or other additional securities or to enter into any other contract or obligation payable from the Pledged Revenues and having a lien thereon prior and superior to the lien thereon of the Bonds. Section 13. 05. Refunding Bonds . Refunding Bonds may be issued pursuant to law then in force, provided if less than all 40 - i of the Bonds outstanding are to be refunded must comply with the provision, pertaining to Additional Bonds provided in Section 13. 02 hereof. Section 13. 06. Supplemental Ordinance. Additional Bonds or other additional securities payable from any Pledged Revenues shall be issued only after author!-nation thereof by ordinance , supplemental ordinance or other instrument of the Council stating the purpose or purposes of the ` s,uance of such additional securities , directing the application of the proceeds thereof to suck purposes for purposes , directing the execution thereof, and f :zing and determining the Olote, principal amount, maturity or roturities, designation and numbers thereof, the maximum rate or rates of interest to be borne thereby, any prior redemption privileges of the City with respect thereto , and other provisions thereof in accordance with this Ordinance. All additional securities shall bear such date , shall bear such numbers and series designation, letters or ,yrabo' :, 1;refixed to their numbers distinguishing them from other securities issued or to be issued, shall be payable at such place or places , may be subject to redemption prior to maturity on such terms and conditions as may be provided, and shall bear interest at such rate or at such different or varying rates per annum, all as may be fixed by ordinance , instrument or other document of the Council. Section 14 . Covenant Regarding Arbitrage Bonds. 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 caused the Bonds to be arbitrage bonds within the meaning of the Code and the regulations promulgated thereunder , unless, under any provision of law hereafter enacted, the interest paid on the Bonds (a) shall be excludable from the gross income of a recipient thereof for federal income tax purposes without regard to whether the Bonds 41 - are arbitrage bonds , or (b) shall be exempt from all federal income taxation. Section 15. Concerning the Paving Agents. The City hereby rppoints its Director of Finance , in Fort Collins , Colorado , as Paying Agent for the Bonds , and may at any time or from time to time appoint one or more other Paying Agents or a :successor Paying Agent. Such appointment shall be evidenced by an agreement in writing executed on behalf of the City by the Mayor or any Assistant Mayor. The Mayor or any Assistant 14ayor of the City is hereby authorized to execute and deliver any such agreement with one or more Paying Agents for and on behalf of the Citv . Section. 16. Defeasance. When all of the principal of and the interest on the Bonas have been duly paid, all obligations hereunder shall thereby be discharged, and the Bonds shall no longer b - deemed to be outstanding . There shall be deemed to be such due payment when the City has placed Federal or State Securities in escrow or in tru---t with a trust bank located within or without the State of Colorado in an amount sufficient (including the known minimum yield available for such purpose from said Federal or State Securities in which such amount may wholly or in part be initially invested) to meet all principal and interest requirements of the Bonds as the same become due on the maturity date of the Bonds. The Federal or State Securities shall become due prior to the respective times at which the proceeds thereof shall be needed in accordance with a schedule established and agreed upon between. the City and such bank at the time of the creation of the escrow or trust , or the Federal or State Securities shall be subject to redemption at the option of the holder thereof to assure availability as needed to meet such schedule. Section 17. Amendments. This Ordinance and the rights and obligations of the City and of the holders of the Bonds issued 42 - hereunder, may be modified or amended at any time by supplemental ordinance adopted by the City: (a) without the consent of Eondho]ders , if such modification or amendment is --or the purpose of (i) curing any ambiguities , defects or °-nconsistent provisions in this Ordinance or to insert such previ�- ions clarifying matters- or cguesticns arising under this; Ordinance as are necessary and desirable to accomplish the same , or (ii) issuing Additional Bonds pursuant to the terms of this Ordinance , and/or (b) with the written consent of Bondholders holding 678 in aggregate principal amount of the outstanding Pends , exclusive of Bonds , if any , owned by the City and with the written consent of MBIA, which consent of t-,BI_A shall not be unreasonably withheld; provided, however, that no such modification or amendrent shall , without the e;cpress written consent of the holder of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, extend its maturity or the times for paying interest thereon or change the monetary medium in which principal and interest is payable , or reduce the percentage of consent required for amendment or modification. Any; act done pursuant to a modification or amendment so consented to shall be binding upon the holders of all of the Bonds and 14BIA and shall not be deemed an infringement of any of the provisions of this Ordinance or of the DDA Act, whatever the character of such act may be , and may be done and performed as fully and freely as if expressly permitted by the terms of this Ordinance , and, after such consent relating to such specified matters has been given, neither Bondholder detached therefrom nor NBIP, shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any ofticer thereof from, taking any action pursuant thereto. Section 18 . Proceedings Constitute the Contract; Events of Default; and Remedies of Bondholders. - 43 - ..___.. .. _____.. . . . Section 3P . 01 . Proceedings Constitute the Contract. The provisions of this Ordinance and of any other ordinance supplementing or amending this Ordinance shall constitute a contract among the City, the Authority and the Bondholders , and the provisions hereof and thereof shall be enforceable by any Bondholder for the equal benefit and pretection of all Bondholders, s:i-milarly situated by mandamus , accounting , mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State of Colorado in any court of competent jurisdiction. Said contract is made under and is to be construed in accordance with the laws of the State of Colorado. The following provisions shall not limit the generality of the foregoing. Section 18. 02. Events of Default; Remedies. If one or more of the following events ("events of default" ) shall happen: (a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable , whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made in the due and punctual payment of any installmentt of interest on any Bond when and as such interest installment shall become due and payable; (c) if default shall be made by the City in the observance of any other of the covenants , agreements or conditions on its part in this Ordinance or in the Bonds contained, and such default shall have continued for a period of 30 days; or (d) if the City shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction - 44 - shall approve petition, filed with or without the consent PF a F of the City, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors , any courtt of competent jurisdiction shall assume custody or control of the City or of the whole or 101 of its property; then, and in each and every such case during the continuance of such event of default., the holders of not less than 25% in aggregate principal amount of the Bonds at the time outstanding shall have the right , for the equal benefit and protection of all bondholders similarly situated: (a) by mandamus , suit , action or nroof•eding, to compel the City and its members , officers , agents or employees to perform each and every term, provision and covenant contained in this ordinance and in the Bonds , and to require the carrying out of any or all such covenants and agreements of the City and the fulfillment of all duties imposed upon it by the DDA Act; (b) by suit, action or proceeding in equity , to enjoin any acts or things which are unlawful , or in violation of any of the Bondholders ' rights; or (c) upon the happening of any evert of default (as defined in this Section) , by suit, action or proceeding in any court of competent jurisdiction, to require the City and its members and employees to account as if it and they were the trustees of any express trust. This provision , hcwever, is subject to the condition that if , at any time after an event of default has occurred, and before any judgment or decree for the payment of the moneys due have been obtained or entered: U) the City shall deposit with 45 - ,ny Paying Agent a sum sufficient to pay all principal on the Bonds matured prior to suer. declaration (if any) and all matured installments of interest if any) upon all the Bonds, with interest thereon at the rate borne by the respective Bonds or at such maximum. lower rate to the extent then permitted by law on any overdue installments of principal and interest, so that the City is currently in compliance with all payment, deposit and transfer provisions of this Ordinance, and (ii) the City shall ceposit tii-h the Paying Agent a sum sufficient to pay the reasonable expenses of the Paying Agent and to cure any and all ether defaults known to the Paying Agent (other than in the payment of principal of and interest on the Bonds due and payable. solely by reason of such declaration) , and (iii) the City shall have made good or cured to the satisfaction of the Paying Agent or made provisions deemed by the Paying Agent to be adequate to make coed or cure each and every other default , then, and in every such case, the holders of not less than a majority in aggregate principal amount of the Bonds then outstanding, by written notice to the City and to the Paying Agent, may, on behalf of the holders of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default , or shall impair or exhaust any right or power consequent thereon. Section 18. 03. Nonwaiver. Nothing in. this Section or in any other provision of this Ordinance, or in the Bonds , shall affect or impair the obligation of the City to pay the principal of and interest on the Bonds to the respective holders of the Bonds at the respective dates of maturity, from the special funds herein provided, or affect or impair the right, which is absolute and unconditional , of such holders to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. No remedy conferred hereby upon any Bondholder is intended to be exclusive of any other remedy , but each such remedy is 46 - cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by the DDA Act or any other lac: of the state of Colorado. No waiver of any default or breach of duty or contract by any Bondholder shall affect any subsequent default or breach of duty or contract or shall impair any rights or remedies of said subsequent default or breach. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of any such default or acquiescence thereon. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taker, and should said suit, action or proceeding be abandoned , or be determined adversely to the Bondholders, then , and in every such case , the City and the Fondholders shall be restored to their former positions , rights and remedies as if ; uch Suit, action or proceeding had not been brought or taken. Every substantive right and every remedy conferred upon the Bondholders may be enforced and exercised as often as ma.v be deemed expedient , to the extent permitted by law. Section 19 . Miscellaneous. Section 19. 01. Fights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intenced or shall be construed to confer upon or to give to any person, other than the City, the Authority and the holders 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 and the Authority shall be for the sole and exclusive benefit of the City, the Authority and the holders of the Bonds . No recourse shall be had for the payment of the principal of and the interest on the Bonds or for any claim based thereon or - 4 / - ctherwise upon this Ordinance or any ether instrument pertaining thereto against any individual member of the Council, or any officer or other agent of the City, past , present or future , either directly or indirectly through the City, or otherwise, whether by virtue of any constitution , charter, statute or rule of law, or by the enforcement of any penalty or otherwise , ali such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waited and released. Section 19. 02 CUSIP Numbers. CUSIP identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract: evidenced by the Bends , and re 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. Section 19. 03. Ratification. All action not inconsistent with the provisions of this Ordinance heretofore taken by the City or its officers and otherwise by the City directed toward the issuance and delivery of the Bonds is hereby ratified , approved and confirmed. Section 19. 04. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act of the State of Colorado, Section 11-55-101 et seq. , C.R. S. , as amended, the Mayor and the City Clerk 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. Section 19. 05. Authorized Action. The officers of the City are hereby authorized and directed to enter into such agreements 43 - 0 and takes all action necessar, c<c r,pprcipriate to effectuate the provisions of this Crainance and to comply with the requirements of law, including without limiting the generality of the foregoing: !a) The execution of the Bend Purchase Agreement between the City and Boettcher & Company , Inc. or its agent; (b) The preparation and printing of the Ponds; (c) The execution of such certificates as may reasonably be required by the purchasers of the Bonds relating to the signing of the Bonds; the tenure and identity of the City officials; if in accordance with the facts , the absence of litigation, pending or threatened , affecting the validity of the Bends ; receipt of the Bonds and the purchase price therefor; using a suitable Signature Certificate , General and No-Litigation Certificates , a Delivery Certificate; a No Arbitrage Certificate and a Use of Proceeds Certificate and such other certificates and documents as are necessary to effectuate a closing of the issuance of the Bonds; (d) The making of various statements, recitals , certifications and warranties provided in the form of. Bond set forth in this Ordinance; (e) The payment of the interest on the Bonds as the same shall accrue and the principal of the Bends at maturity or upon prior redemption without further warrant or order; and (f) The execution of such documents between the City and the Authority as may be reasonably necessary and appropriate to carry out the purposes of this Ordinance and the Project. 49 - (g) The pavment of the costs and expenses of issuing the Bonds , including legal fees , placement fees , insurance premiums , and similar charges . Section 19. O6 . General Repealer. All acts , orders, resolutions , ordinances or parts thereof taken by the City in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so t-c revive any act, order, resolution, ordinance or part thereof heretofore repealed. Section 19. 07. Ordinance Irr_epe.alable. This Ordinance i . ; and shall constitute , a legislative measure of the City, and after the Bonds are issued , sold and outstanding, this ordinance shall constitute a contract between the City and the holders of the Bonds and shall be and remain irrepealable ur;til the Bonds and the. interest accruing thereon shall have been fully paid , satisfied and discharged. Section 19. 08. Severabilit7. if any paragraph, clause or provision of this Ordinance is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the various paragraph, clauses or provisions hereof are severable. 50 - • INTRODUCED, READ, APPROVED ON FIRST READING, AND CR.CLRED PUBLISHED ONCE IN FULL THIS 2nd day of October, 1984. CIi`Y Oi' i'ORT COLLINS, COLORADO By: a2 '70A A; (CITY) Assistant I y r (SEP_L) ATTEST: D i R� Deputy City Cler c The foregoing Ordinance will be presented for final passage at a regular meeting of the Council to be held at Council Chambers, City Hall, 300 LaPorte Avenue, Fort Collins , Colorado, on Tuesday, the 16th day of _ October , 1984 , at 5 : 30 p.m. - 51 - EXHIBIT A T THE RDINANCE F T G O O THE CIT1 OF' F'Gk_ COLLINS, COLCRADO AUTHORIZING THE ISSUANCE OF NOT TC EXCEED $8 , 200 , 000 OF DOWNTOWN DEVELOPMENT AUTHCRITY TAX INCREMENT BONDS, SERIES IS84A The project shall ir:clude and the proceeds oL the Bonds shall be spent to defray the cost of all or a portion of the iolicw.ing facilities : Acquisition, construction and equipping of a public parking garage , including approximately 6 , 000 square feet of general office space Improvements to public sidewalks and curbing Acquisition of land and demolition of existing buildings Removal of railroad tracks and new street construction Traffic , parking and development studies related to downtown Legal , Insurance and Finance fees and expenses Administrative costs associated with implementing the fore- ' going project Together with such additions and substitutions as are consistent with the DDA Act and as may be approved from time to time by the City and the I•uthority. 52 - EXHIBIT B TO `.PITY; ORDINANCE OF THE CITY OF FORT CCLLINS , COLOPADO AUTHORIZING THE ISSUANCE OF S8 , 200,000 CF 'TS DOWNTOWN DEVELOPMENT AUTHORITY TAX INCREMENT BONDS , SERIES 1984L (BOETTCHER & COMPANY , INC. LETTERHEAD) , 1984 PCND PURCHASE AGREEMENT P'ayor and Members of the Council City of Fort Collins City Hall Fort Collins, CO R0521 RE: $8 , 200 , 000 CITY OF FORT COLLINS, COLORADO DOWNTOWN DEVELOPMENT AUTHORITY TAX INCREMENT BONDS SERIES 1984A I:aYur and I'embers of the Council: We hereby offer to purchase your 58 , 200 ,000 legally issued Downtown Development Authority Tax Increment Bonds, Series 1984A ;the "Ponds" ) to be delivered to us in Fort Collins , Colorado, date . cctober 1 , 1984 , and to mature and bear interest as as described in Annex A hereto. Said Bonds are to be in $5 , 000 c'enominations , payable semiannually on May 1 and Lovember 1 , beginning May 1 , 1985, with principal due at maturity. We will pay $7 ,995 , 000 and accrued interest from the date of the Bonds to the delivery to us subject to the following conditions : 1. Prior to our accepting delivery of said securities , you agree to furnish a certified transcript of all legal proceedings requisite to their issuance and delivery, including a signature and non-litigation certificate in the customary form, evidencing the legality of said securities and the security provisions relating thereto to the satisfaction of Kutak Rock & Huie and Fischer, Brown, Huddleson & Gunn, Cc-Bond Counsel, whose unqualified approving legal opinion in the customary form shall accompany said securities at delivery. 2. The Bonds are to be delivered to us on or before January 1 , 1985, or thereafter at our option. 3. The cost of printing of the Bonds and the fees of the approving attorneys will be paid by the City. The net effective interest cost to the City on the Bonds is 10. 42%. - S3 - This contract to purchase is effective as of this date. Respectively submitted, BOETTCHER & CCMPANY, INC. Title: Accepted by and behalf of the City of Fort Collins this day of , 1984 . By: Title: Director of Finance 54 - ANNEX A Maturity Dates Principal interest (November 1) Amounts Rate 1987 $ 25 , 000 7 . 50% 1988 $ 25 , 000 8 00% 1969 $ 25 , 000 8. 30% 1-990 $ 25 , 000 8. 60% 1991 $ 25 , 000 8. 80% 1992 $ 310 , 000 9 . 00% 1993 $ 330 , 000 9 . 20% 1994 $ 37C , 000 9. 40% 1995 $ 400 , 000 9. 50% 1996 $ 430 , 000 9. 625% 1997 $ 465 , 000 9. 75% 1998 $ 505 , 000 9. 875E 2004 $5 , 265, 000 10 . 50% 55 - Council Member Rutstein moved that the foregoing Ordinance heretofore introduced and -read by title be approved on tir.st reading. Council Member Knezovich seconded the motion . The question being upon the approval on first reading of the ordinance , the roil was called with the following results : Council Members voting "AYE" : UmXAI)D( aYXDdwx)tX,XXUagxM E. John Clarke , Assistant Mayor John B . Knezovich William Elliott Ed Storer Kelly Chison Barbara Rutstein Council Iiembers voting "NAY" : None The Mayor thereupon declared that, a majority of the Council Miembers present having voted in favor thereof , the motion was carried and the Ordinance duly approved on first reading . Thereupon the Mayor ordered said Ordinance published once in full together with a notice giving the date when said Ordinance will be presented for final passage in The Colcradoan , a newspaper of general circulation published in the City , at least seven (7) days before presentation for final passage. After consideration of other business to come before the Council , the meeting was adjourned, J�;g '- AL (CITY) yo (SEAL) i of Fort Collins , Colorado ATTEST: � �L� City CO �efic- CJ City of Fort Collins, Colorado 56 - 0 � STATE O1' COL•OPADO ) I ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) The Council of the City of Fort Collins , Colorado , held a regular meeting at Council Chambers , City Hall, 300 LaPorte Avenue , Fort Collins , Colorado, on Tuesday; i:ht- 16th day of October, 1984 , at the hour of 5 : 30 p.m. The following persons were present: Council Members : Gcrald C. Horak, Mayor L. John Clarke, Assistant Mayor John L. F..nezovich William C. Elliott Ed Stoner Kelly Ohlson Barbara Rutstein. City Manager: John E. Arnold City Clerk: Wanda M. Krajicek The following persons were absent : None The Mayor informed the Council that Ordinance No. 149 , 1984 , which was introduced, approved on first reading, and ordered published once in full at a regular meeting of the Council held on October 2 , 1984, was duly published in The Coloradoan, a newspaper of general circulation published in the City, in its issue of October 7 , 1984. Council Member Rutstein then read said Ordinance by its title. Thereupon, Council Member Rutstein moved the final passage of Ordinance No. 149 , 1984. Council Member Clarke T seconded the motion, and the question being upon 57 - the final pase,aoe of said ordinance , the rcli was called with the following result: Council Members voting "A"-E" : John B. Knezovich Gerald C. Hcrak E. John Clarke William Elliott Ed Stener Kellv Ohlson Barbara Rutstein Council Members voting "NAY" : None Council Members Absent : None The Mayor thereupon declared t?`at a ma-iorlt_` oY the Council Members present having voted in favor thereof, the motion was carried and the Ordinance finally passed. Thereupon. the Mayor ordered said Ordinance published by number and title only together with a notice of the final passage of the Ordinance in The Coloradcan, a newspaper of general circulation published in the City, within five (5) days after said final passage. After consideration cf other husin_ess to come before the Council the meeting was adjourned. Mayor (CITY) City o Fort Collins, Colorado (SEAL) ATTEST: - Citp Clerlkk— City of Fort Collins, Colorado - 58 - STPTE OF COLORADO ' CCL'NTY OF LARlt:£R ) ss. CITY OF FORT CCLLINS ) I , Wanda M. Krajicek, City Clerk of the City of Fort Collins , Colorado, de hereby certify that the attached copy of Ordinance Iv'o. 149 , 1984 , is a true and correct copy; that said Ordinance was introduced and approved on first reading by the Council of the City of Fort Collins , Colorado , at a regular meeting therea£ held at Council Chambers , City Hall , 300 LaPorte Avenue , Fort Collins, Colorado , the regular meeting place thereof, on Tuesday, the 2_n_ d day of October 1984; that said Ordinance was finally passed on second reading by said Council at a regular r,eetina thereof held at Cc,...rci1. Chambers , City Hail, 300 LaPorte Avenue , Fort Collins, Colorado , the regular meeting place thereof, on Tuesday, the 16th day of October , 1984; that a true copy of said Ordinance has been authenticated by the signatures of the Mayor of said 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 said OrdinancF was duly published once in full together with a notice giving the date when said Ordinance would be presented for final passage and once by number and title only together with a notice of the final passage thereof in The Ccloradoan, a newspaper u_` general circulation published in the City , in its issues of October 7 , 1984, and October 21 , 1984 , as evidenced by the certificates of the publisher attached hereto at, pages60 and a. I further certify that the foregoing pages 1 through�T8 , inclusive , constitute a true and correct copy of the record of the proceedings of said Council at its regular meetings of October 2 , 1984 , and October 16 , i964, insofar as said proceedings relate. to 2aia Ordinance ; that said proceedings were duly had and taken, that the meetings were duly held; and that the persons were present at said meetings therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City of Fort Collins, Colorado, this 22nd day of October , 1984. ' (CITY) City Clerk (SEAL) City of Fort Collins , Colorado Deputy Ci 1 City of Fort Collins, Colorado 59 - STATE OF COLORADO ) COUNTY OF LARIMER ) ss. ) CITY OF FONT COLLINS ) (Attach affidavit of publication in full of Ordinance and of ce giving date when Ordinance to be presented for final passage. ) 60 - • • The Coloradoan STATE OF COLORADO ) )ss. AFFIDAVIT OF PUBLICATION COUNTY OF LARIMER ) Tor-to R e d- rson being first duly sworn upon oath, deposes and says: That said is the Legal C I erk of The Coloradoan; that said has personal knowledge of all facts set forth in this affidavit; that The Coloradoan is a public daily newspaper of general circulation, having its principal office and place of business situated in said County of Larimer; that said Coloradoan is printed and published daily; that said Coloradoan is a daily newspaper, duly qualified for the purpose set forth within the meaning of Chapter 109, Article 1, Sections 1-1 to 1-8 inclusive of Colorado Revised Statutes 1973, and any amendment thereof passed prior to the date hereof; that said newspaper had, prior to January 1, 1936, and has ever since said date been admitted to the United States Mails as second class matter under the provisions of the Act of March 3, 1879, and any amendments thereof, that said newspaper is printed in whole in said County of Larimer and has a general circulation therein; that said newspaper has been so printed and published as a public daily newspaper of general circulation in said County of Lar- imer, uninterruptedly and continuously, during the period of more than fifty-two consecu- tive weeks next prior to the first issue thereof containing the annexed legal notice of advertisement; that said annexed legal notice or advertisement was published in the regular and entire editions of said newspaper for ____�_ sUWC1eX9t040cm1efl6LG%o1DC _ da v A&/(aQtugtuCR0S16is')EE7nX9EDkR that the first publication of said legal notice or advertisement was in the regular and entire edition of said newspaper er on the 7 t h day of October , A.D. 19�4 that the last P publication of said legal notice or advertisement was in the regular and entire edition of 7 t h October 84 and that said newspaper on the _ day of A.D. 19_, copies of each number of said paper in which said notice or advertisement was published were delivered by carriers or transmitted by mail to each of the subscribers of said paper, according to the accustomed mode of business in this office. y-21 Subscribed and sworn to before me, at and within the County of Larimer, State of Colorado this - 7 t h day of n r t n h e r _ _ A.D. 19 84__.. My My commission expires Notary Public City Clerk Delivered to— __ — — --- STATE OF COT ORADO ) COUNTY OF LARIMER ) ss. CITY 01 FORT COLLINS ) !Attach affidavit of publication of Ordinance b_v number and title only and notice of firal passage thereof. ) - 61 - The Coloradoan STATE OF COLORADO ) )ss. AFFIDAVIT OF PUBLICATION ! COUNTY OF LARIMER ) v Taros _R Anderson being first duly sworn upon oath, deposes and says: That said is the Lag l ri ork of The Coloradoan; a that said has personal knowledge of all facts set forth in this affidavit; that The Coloradoan is a public daily newspaper of general circulation, having its principal office and place of business situated in said County of Larimer; that said Coloradoan is printed and published daily; that said Coloradoan is a daily newspaper, duly qualified for the purpose set forth 4 within the meaning of Chapter 109, Article 1, Sections 1-1 to 1-8 inclusive of Colorado Revised Statutes 1973, and any amendment thereof passed prior to the date hereof; that said newspaper had, prior to January 1, 1936, and has ever since said date been admitted to TRn R i the United States Mails as second class matter under the provisions of the Act of March 3, 1879, and any amendments thereof, that said newspaper is printed in whole in said County ' ! of Larimer and has a general circulation therein; that said newspaper has been so printed and published as a public daily newspaper of general circulation in said County of Lar- imer, uninterruptedly and continuously, during the period of more than fifty-two consecu- tive weeks next prior to the first issue thereof containing the annexed legal notice of advertisement; that said annexed legal notice or advertisement was published in the regular and entire editions of said newspaper for 1 ' , yqt 1_ 9> CRRxllf&&�€ tl da}r xRfc�@?Ex�6FkY8caPkaxc that the n ` " @• " first publication of said legal notice or advertisement was in the regular and entire edition T � of said newspaper on the 21st day of October A.D. 1984; that the last publication of said legal notice or advertisement was in the regular and entire edition of r said newspaper on the 21st day of October A.D. 1914, and that F copies of each number of said paper in which said notice or advertisement was published were delivered by carriers or transmitted by mail to each of the subscribers of said paper, according to the accustomed mode of business in this office. Y-95 ' n G �T+a b °rt✓Cep. Subscribed and sworn to before me, at and within the County of Larimer, State of Colorado this __ 21st day of October — A.D. 19. 4 c M�, Commission Expires August 15, 1937 U++ My commission expires 1212 P,iversid Fort Collins, f 0 8""-"a � tsRt, Notary Public tg.. City Clerk Delivered IK1 • �� ORDINANCE NO. 149 , 1964 1N ORDINANCE OF THE CITY OF FORT COT INS, COLORADO AUTHORIZING ThE ISSUANCE OF NOT TO EXCEED $3 , 200 , 000 TO ITS DC50NTOWN DEVELOPMENT AUTHORITY TAX INCREMENT BONDS, SERIES 1984A READ, ADOPTED Ore SECOND READING, AND ORDERED PUBI,S SIT ED ONCE J?Y NUMBFF. AND TITLE ONLY this 16th day of October , CITY OF FORT COLLJNS, COLORADO ;CITY) (SEAL) Mayer ATTEST: ��•• City Clerk PG2 : 14 62