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HomeMy WebLinkAbout089 - 08/17/1982 - AUTHORIZING THE ISSUANCE OF SALES AND USE TAX REVENUE BONDS, DATED OCTOBER 1, 1982, IN THE AGGREGATE ORDINANCE NO 89 , 1982 AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT COLLINS , COLORADO, SALES AND USE TAX REVENUE BONDS , DATED OCTOBER 1 , 1982, IN THE AGGREGATE PRINCIPAL AMOUNT OF $3 , 360 , 000 , FOR THE PURPOSE OF REFUNDING, PAYING AND DISCHARGING THE PRINCIPAL OF CERTAIN BOND ANTICIPATION NOTES OF THE CITY AND ACQUIRING, CONSTRUCTING AND INSTALLING STREET IMPROVEMENTS WITHIN THE CITY BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS , COLORADO THAT Section 1 Definitions and Construction A Definitions In this Ordinance the following terms have the following respective meanings unless the context hereof clearly requires otherwise (1) Additional Parity Bonds any bonds of the City issued after the date hereof , pursuant to and in accordance with Section 7B hereof (2) Average Annual Debt Service Requirements for the Bonds, or a given issue of Parity Securities, the aggregate of all Debt Service Requirements (excluding any redemption premiums) due on the Bonds or the other given issue of Parity Securities in question for all Bonds Years beginning with the Bond Year in which Debt Service Requirements of the Bonds or the Parity Securities are first payable ano ending with the Bond Year in which the last of the Debt Service Requirements are payable divided by the number of such years -2- (3) Bond Anticipation Note Principal and Interest Fund 1981 the Bond Anticipation Note Principal and Interest Fund 1981 created by Ordinance No 113 (4) Bonds those securities issued hereunder and aesignatea as the "City of Fort Collins , Colorado , Sales and Use Tax Revenue Bonds, " dated October 1, 1982, in the aggregate principal amount of $3 ,360 ,000 (5) Bond Year for the purpose of this Ordinance , the twelve (12) months commencing on the first day of October of any calenaar year and ending on the last aay of September of the next succeeding calendar year (6) Capital Propects Fund the fund created by Orainance No 28 , 1980 , and referred to in Section 5B hereof (7) Charter the Home Rule Charter of the City, as amended (8) City the City of Fort Collins, Colorado (9) City Clerk the de Sure or de factor City Clerk of the City or his or her successor in functions, if any (10) City Council the Council of the City or any successor in functions thereto (11) Combinea Average Annual Debt Service Requirements the sum of the Average Annual Debt Service Requirements for all issues of Parity Securities for which the computation is being made -3- (12) Commercial Bank a state or national bank or trust company which is a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System, which has a capital and surplus of $1 , 000, 000 or more, and which is located within the United States, and such term includes, without limitation, any Trust Bank, as herein defined (13) Comparable Bond Year in connection with any Fiscal Year , the Bond Year which enas in such Fiscal Year For example , for the Fiscal Year commencing on January 1 , 1Q83 , the Comparable Bond Year for the Bonds commences on October 1 , 1982, and ends on September 30, 1983 (14) Cost of the Project all or any part of the cost of acquiring , constructing and installing the project including , without limitation, all costs and estimated costs of the issuance of the Bonds, all surveying , design, inspection, fiscal, and legal expenses, any discount on the sale of the Bonds, costs of financial, professional , and other estimates and advice , contingencies , any administrative , operating , and other expenses of the City prior to ana during the construction period for the Project , as may be determined by the City Council, and all such other expenses as may be necessary or incident to the acquisition, construction and installation of the Project, or part thereof , and the placing of the same in public use , provision for reserves for replacement expenses or for payment or security of principal of or interest on the -4- Bonds during or after the construction period as the City Council may determine (15) Coupons or coupons those obligations evidencing interest on and pertaining to the Bonds and any other securities payable from the Pledged Revenues, or such part of such securities as may be designated (16) Debt Service Requirements the principal of , interest on , and any premiums due in connection with the redemption of the Bonds and any Additional Parity Bonds , Parity Securities and any other securities payable from the Pledgea Revenues and heretofore or hereafter issued , if any, or such securities as may be designated , as such principal, interest and premiums become due (17) Event of Default each of the events stated in Section 10A hereof (18) Federal Securities bills , certificates of indebtedness , notes , bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by , the United States of America (19) Fiscal Year the twelve (12) months commencing on the first day of January of any calendar year and ending on the thirty-first day of December of such calendar year or such other twelve (12) month period as may from time to time be designated by the City Council as the Fiscal Year of the City -5- (20) General Fund the General Fund of the City (21) Holder when used in con3unction with any coupons, any Bonds , or any other designated securities , the Person in possession and the apparent owner of the designated item (22) Independent Accountant any certified public accountant , or any firm of such accountants , duly licensed to practice and practicing as such under the laws of the State , appointed and paid by the City , who (a) is , in fact , independent and not under the domination of the City or the City Council , (b) does not have any substantial interest , direct or indirect, in any of the affairs of the city, and (c) is not connected with the City as a member , officer or employee of the City Council, but who may be regularly retained to make annual or similar audits of any books or records of the City (23) Mayor the de Sure or de facto Mayor of the City or his or her successor in functions , if any (24) Net Revenue (from the Sales and Use Tax) the amount of Sales and Use Tax collected by the City (after deduction by the retailer or vendor of the 3% collection expense allowance) (25) 1980 Bonds the City of Fort Collins, Colorado , Sales and Use Tax Revenue Bonds , dated May 1 , 1980 , in the original principal amount of $1 ,035, 000 -6- (26) 1981 Bonds the City of Fort Collins , Colorado , Sales and Use Tax Revenue Bonas, dated August 1, 1981, in the original principal amount of $5, 700 , 000 (27) Notes the City of Fort Collins, Coloraao, Bond Anticipation Notes , dated October 1 , 1981 , in the original principal amount of $2, 000, 000 (28) Ordinance this Ordinance No 89 , 1982, of the City , which provides for the issuance and delivery of the Bonds (29) Ordinance No 47 Ordinance No 47, 1980, of the City , which authorized the issuance of the 1980 Bonds (30) Ordinance No 58 Orainance No 58, 1967, of the City which provides for the imposition of the initial one percent (1%) Sales and Use Tax within the City (31) Ordinance No 87 Ordinance No 87 , 1981, of the City which authorized the issuance of the 1981 Bonds ( 32) Ordinance No 113 Ordinance No 113 , 1981 , of the City which authorized the issuance of the Notes ( 33) Ordinance No 140 Ordinance No 140 , 1979 , of the City, which provides for the imposition of the additional one percent (1% ) Sales and Use Tax within the City (34) Ordinance No 149 Ordinance No 149, 1981 , of the City , which provides for the imposition of the additional one-quarter percent ( 25%) Sales ana Use Tax within the City -7- (35) Outstanding or outstanding when used with reference to the Bonds, the Additional Parity Bonds, Parity Securities or any other designated securities of the City and as of any particular date, means all the Bonds, the Additional Parity Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Revenues, or otherwise pertaining to the Pro3ect, as the case may be, in any manner theretofore and thereupon being executed and delivered, except the following (a) Anv Bond, Additional Parity Bond , Parity Y Security or other security cancelled by the City, by the Paying Agent, or otherwise on the City ' s behalf, at or before such date , (b) Any Bond, Additional Parity Bond or Parity Security held by or on behalf of the City, (c) Any Bond, Additional Parity Bond or Parity Security or other security of the City for the payment or the redemption of which moneys or Federal Securities sufficient to meet all of the payment requirements of the principal of, the interest on, and any prior redemption premiums due in connection with such Bond, Additional Parity Bonds of Parity Security or other security to the date of maturing or any redemption date thereof , shall have theretofore been deposited in escrow or in trust with a Trust Bank for that purpose, as provided in and required by Section 9 hereof , and -8- (d) Any lost, apparently destroyed , or wrongfully taken Bond, Additional Parity Bond or Parity Security or other security of the City in lieu of or in substitution for which another bond or other security shall have been executed and delivered pursuant to this Ordinance (36) Parity Securities bonds (including the 1980 Bonds and the 1981 Bonds) , warrants, notes, securities, leases or other contracts payable from the Pledgect Revenues equally or on a parity with the Bonds (37) Paying Agent First Interstate Bank of Fort Collins, N A , Fort Collins, Coloraoo, wnich is the agent of the City for the payment of the Bonds (38) Person any individual, firm, partnership, corporation, company , association, 3oint-stock association, or body politic, and the term includes any trustee, receiver, assignee , or other similar representative thereof (39) Pleageo Revenues all or a portion of the Pledged Sales and Use Tax Revenues The designated term indicates a source of revenues and noes not necessarily indicate all or any portion or other part of such revenues in the absence of further qualification (40) Pledged Sales and Use Tax Revenues the Net Revenue collected by the City from the Sales and Use Tax ( 41) Principal and Interest Account the special fund created by Ordinance No 87 ana referred to in Section 5D hereof -9- (42) Pro)ect the acquisition, construction and installation of street improvements within the City, for which purpose in part the Bonds are issued hereunder, whether such acquisition, construction and installation are undertaken at one time or in stages (43) Purchaser Boettcher & Company, of Denver, Colorado , and its associates , if any (44) Redemption Date the date fixed for the redemption prior to their maturity of any Bonds or other designated securities payable from the Pledged Revenues in any notice of prior redemption authorized by the City, or otherwise fixed and designated by the City (45) Redemption Price when used with respect to a Bond or other designated security payable from the Pledged Revenues , the principal amount thereof plus the applicable premium, if any, payable upon the redemption thereof prior to the stated maturity date of such Bond or other security on a Redemption Date in the manner contemplated in accordance with the terms of the Bond or other security (46) Reserve for Sales and Use Tax Revenue and Interest the Reserve for Sales and Use Tax Revenue Bonds and Interest estaolished pursuant to the provisions of Ordinance No 47 ( 47) Reserve Account the special fund created by Ordinance No 87 and referred to in Section 5E hereof (48) Sales and Use Tax the sales and use tax established by Ordinance No 58, Ordinance No 140 , and -10- Ordinance No 149 upon sales and purchases of tangible personal property at retail and storage, use, distribution r and consumption of tangible personal property purchased or acquired at retail, within the City, in such percentages as set forth in Ordinance No 58, Ordinance No 140, and Ordinance No 149 or any supplements or amendments thereof (49) Sales and Use Tax Fund the special fund created by Ordinance No 87 and referred to in Section 5C hereof (50) Security or securities when used with reference to securities of the City, any bond issued by the City, or any other eviaence of the advancement of money to the City (51) State the State of Coloraao ( 52) Subordinate Bonds or Subordinate Securities bonds or securities payable from the Pleoged Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds ( 53) Superior Bonds or Superior Securities bonds or securities payable from the Pledged Sales and Use Tax Revenues having a lien thereon superior or senior to the lien thereon of the Bonds ( 54) Trust Bank a Commercial Bank which is authorized to exercise and is exercising trust powers B Construction This Ordinance, except where the context by clear implication herein otherwise requires, shall be construea as follows (1) Words in the singular number include the plural, and words in the plural include the singular -11- (2) Words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender (3) Articles, sections, subsections, paragraphs and subparagraphs mentioned by number, letter, or otherwise, correspond to the respective articles, sections, subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise so designated (4) The titles and headlines applied to articles, sections and subsections of this Ordinance are inserted only as a matter of convenience and ease in reference and in no way define, or limit the scope or intent of, any provisions of this Ordinance Section 2 Recitals, Authority A Necessity The City is obligated to refund , pay and discharge the principal of the Notes and has need for and desires to acquire , construct and install street improvements within the City, including the Pro3ect B Autnority For Bonds The City is authorized by the Colorado Constitution and the Charter , by City Council action and without an election, to issue securities made payable solely from the proceeds of any sales tax, use tax, or other excise tax , including without limitation the Sales and Use Tax Section 3 The Bonds A Authorization The City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated October 1, 1982, in the -12- aggregate principal amount of $3, 360, 000, payable as to all Debt Service Requirements solely out of Pledged Revenues are hereby authorized to be issued , pursuant to the Colorado Constitution, the Charter and the terms of the Ordinance, and the City assigns anti pledges irrevocably, but not necessarily exclusively, the Pledgea Sales and Use Tax Revenues to the payment of the Debt Service Requirements for the Bonds, the proceeds of the Bonds authorized herein to be used solely to refund , pay and discharge the principal of the Notes and to defrav the Cost of the Pro3ect B Bona Details (1) Generally The Bonas shall be issued payable to bearer, and gated as of October 1 , 1982, consisting of 672 Bonds in the denomination of $5, 000 each, numbered consecutively in regular numerical order from 1 through 672 The Bonds shall bear one set of interest coupons eviaencing interest thereon from October 1, 1982, to their respective maturity dates, except if redeemed prior thereto, at the per annum coupon interest rates stated below The coupon interest shall be payable April 1, 1983 , and semiannually thereafter on the 1st day of October ana the 1st day of April of each year The Bonds shall be numbered , shall mature on the 1st day of October in the principal amounts and years, and shall bear per annum coupon interest at the rates as shown in the following schedule -13- Bond Numbers Principal Per Annum Coupon (both inclusive) Amounts Years Interest Rates 1 to 2 $ 10 , 000 1983 8 00% 3 to 4 10 , 000 1984 8 50% 5 to 13 45, 000 1985 11 00% 14 to 65 260, 000 1986 12 00% 66 to 200 675, 000 1987 12 00% 201 to 209 45, 000 1988 10 00% 210 to 219 50,000 1989 10 25% 220 to 231 60, 000 1990 10 50% 232 to 244 65, 000 1991 10 75% 245 to 260 80, 000 1992 11 00% 261 to 277 85, 000 1993 11 25% 278 to 296 95, 000 1994 11 40% 297 to 317 105, 000 1995 11 50% 318 to 341 120, 000 1996 11 60% 342 to 369 140 , 000 1997 11 70% 370 to 401 160, 000 1998 11 80% 402 to 437 180 , 000 1999 11 90% 438 to 478 205, 000 2000 12 00% 479 to 523 225, 000 2001 12 00% 524 to 672 745, 000 2002 12 00% The Debt Service Requirements of the Bonds are payable in lawful money of the United States of America, without deduction for exchange or collection charges, upon presentation and surrender of the Bonds and the interest coupons as they severally become due , at the office of the Paying Agent If upon presentation at maturity payment of any Bond is not made as herein provided , interest shall continue thereon at the coupon interest rate designated in the Bond until the principal thereof is paid in full ( 2) Redemption of Bonds Prior to Maturity (a) The Bonds shall be reoeemable in whole or in part at the option of the City, in inverse numerical order, on any interest payment date beginning October 1, 1997, at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the Redemption Date -14- (b) Notice of any redemption shall be given by the City Clerk in the name of the City (1) Publication By publication of such notice at least one (1) time by one (1) publication, such publication being not less than thirty (30) days prior to the Redemption Date specified in such notice in The Coloradoan, Fort Collins , Coloraao , if then in business and publishing , and if not, then in a newspaper of general circulation publishea in the City, and in The Bond Buyer , New York , New York, if then in business and publishing , and if not, then in a similar financial newspaper published in New York , New York, and ( 11) Mail By sending a copy of such notice by certified or registered first-class postage prepaid mail , at least thirty ( 30) days prior to the Redemption Date , to the Holder of each of the Bonds being reaeemed , if the names and addresses of the Holders and the numbers of their Bonds are recorded with the City Clerk For this purpose , the Holder of any such Bond may at any time furnish his name and address and the number or numbers of his Bond or Bonds to the City Clerk Such notice shall specify the number or numoers of the Bonds to be reaeemed and the oate fixed for redemption and shall furtner state that on the Redemption Date there will become and will be due and payable upon each Bond to be redeemed at the office of the Paying Agent the principal amount thereof , accrued interest on the principal amount of each Bona to the Reaemption Date , and any premiums payable -15- on prior redemption, and that from and after such date interest will cease to accrue Any Bonds redeemed prior to their maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity (3) Negotiable Instruments Title to any Bond or to any coupon shall pass by delivery merely , as a negotiable instrument payable to bearer Sub3ect to the provisions expressly made or necessarily implied herein, the Bonds and the coupons pertaining thereto shall be fully negotiable and snall have all the qualities of negotiable paper within the meaning and for all the purposes of investment securities under the provisions of part 1 of article 8 of title 4 , Colorado Revised Statutes 1973, as amended , the Uniform Commercial Code--Investment Securities, and each Holder of any Bond , by accepting the same, shall be conclusively oeemed to have agreed that the Bonds , except as otherwise provided , are and snall be fully negotiable within the meaning and for all purposes of investment securities pursuant to saia statute ( 4) Interest Rates The manimum net effective interest rate specified for the Bonds of this issue is 15% per annum The actual net effective interest rate for the Bonds of this issue is 11 8618% per annum ( 5) Execution and Delivery The Bonds shall be signeo by and on behalf of the City with the facsimile signature of the Mayor , shall bear a facsimile of the seal of the city, snall be signed ana attested with the -16- facsimile signature of the City Clerk , and shall be countersigned with the manual signature of the City Finance Director , and each of the Bonds shall have attacnea thereto coupons bearing the facsimile signature of the Mayor, securing the payment of the interest accruing thereon as it falls due Should any officer whose manual or facsimile signature appears on the Bonus or the coupons tnereto attacned cease to be such officer before delivery of the Bonds to the Purchaser , such manual or facsimile signature snail nevertneless be valid and sufficient for all purposes The Mavor and the Cita Clerk are hereby authorized and directed to prepare and to execute the Bonds as herein providec When the Bonds have been duly executed , the officers of the City are authorized zo, and shall, deliver the Bonds to the Purchaser on receipt of the agreed purchase price (6) Lost, Destrovea or Ta4en Bonds If any Outstanding Bona or coupon shall become lost , apparently aestroyed , or wrongfully taken, it may be reissued in the form and tenor of the lost , destroyed or taken Bond or coupon, upon request therefor by the owner prior to receipt by the City of notice tnat such Outstanding Bond or coupon has been acquired by a bona fine purchaser , and upon the owner ' s furnishing , to the satisfaction of the City Council (a) proof of ownership, (b) proof of loss or destruction, (c) a surety bona in twice the amount of the securities in question, including any unmatured coupons _17_ appertaining thereto , and (d) payment of the cost of preparing ana issuing the new security Nothing containea in the provisions of this paragraph (6) prohibits the City from reissuing , upon such terms ana conaitions as the City Council may determine , and provided that such terms and conaitions are not otherwise contrary to the provisions of this Orainance or the requirements of law, any Outstanaing Bond or coupon which shall not have become lost , apparently destroyea , or wrongfully taken (7) Recitals in Bongs Each Bona shall recite in substance that the Bond is payable solely from the Pledgea Pevenues and tnat the Bona is not pa% aole in whole or in part from ao valorem taxes of the City and tnat the full faith and credit of the City is not pleaged to pay the principal of or interest on sucn Bona Eacn Bond shall further recite that it is issued unaer the authority of the Charter ana this Ordinance (8) Form of Bonds and Coupons SubDect to the provisions of this Ordinance , each Bona , ana the coupons to be attachea thereto , shall be n substantially the following form , with such omissions, insertions , enaorsements , ana variations as to rec� ta!s of fact or other provisions as may be regairea by the circumstances ana as may oe required or permitteo by this Ordinance , ana as may be necessary or appropriate to conform to the rules and requirements of any governmental authority or to any usage or requirement of law with respect tnereto -18- (Form of Bond) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF L7aRIMER CITY OF FORT COLLINS SALES AND USE THY REVENUE BOND No $� , 000 The City of Fort Collins , in the County of Lar-mer , ano State of Coloraao (the City) , for value receivec , hereby promises to pay to the bearer hereof , solely from the special funas proviaea tnerefor , as hereinafter set fortn , on the lst ear of October the principal sum of FIV.- ThOUSAND DOLLAaS ano to pay solely from said special funas interest hereon as ev�cencec ov interest coupons hereto aztacnea , at the rate of per centum (_% ) per annum from October 1 , 1982, to the maturity date of this Bona , except if reaeemed prior tnereto , payable April 1 , 1983 , anc semiannually thereafter on the 1st day of October ano the 1st day of April of each year , upon presentation ano surrenaer of tnis Bond ana saia coupons as tne% severally become cue If upon presentation at maturity Da, ment of this Bond is not mace as nerein proviaec , interest snail continue at the coupon interest rate desianatec Herein until the principal nereof is paid in full The principal of ano interest on this Bona (the Debt Service Regjirements) are payable in lawful money of the United States of America , without ceauction for excnanae or collection - 19- charges , out of the special funas hereinafter specified , but not otherwise , at First Interstate Bank of Fort Collins, N A in Fort Collins, Colorado (the Paying Agent) , upon presentation and surrender of said coupons ana this Bond as they severally become due This Bond and the Bonds of the series of which this is one are redeemaole at the option of the City in inverse numerical order on any interest payment date beginning October 1, 1997, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the Redemption Date Redemption shall be made upon not less than thirty (30) days' prior notice by publication of such notice at least one (1) time by one (1) publication, such publication being not less than thirty (30) days prior to the Redemption Date specified in such notice , in The Coloradoan, Fort Collins, Colorado, if then in business and publishing , and if not, then in a newspaper of general circulation published in the City , and in The Bond Buyer , New York , New York, if then in business and publishing , and if not , then in a similar financial newspaper published in New York , New YoLk, and by sending a copy of such notice by certified or registerea first-class postage prepaid mail , at least thirty (30) days prior to the Redemption Date specified in such notice to the holders of each of the Bonos being redeemed , if the names and addresses of the holders and the numbers of their Bonds are recorded with the City Clerk For this purpose, the holder of any such Bond may -20- at any time furnish his name and address and the number or numbers of his Bond or Bonds to the City Clerk If this Bond shall have been duly called for redemption and if on or before the Redemption Date there shall have been deposited with the Paying Agent funds sufficient to pay this Bond at the Redemption Date , then this Bond shall become due and payable upon such Redemption Date , and interest shall cease to accrue hereon after the Redemption Date This Bond and the Bonds of the series of which this is one are limited and special obligations of the City payable solely out of and secured by an irrevocable assignment and pledge (but not an exclusive assignment and pledge) of certain Pledged Revenues consisting of net receipts from the City ' s Sales and Use Tax (the Pledged Revenues) , as more specifically provided in Ordinance No 89 , 1982 (the Ordinance) , pursuant to which this Bond is issued This Bond and the interest coupons appurtenant hereto are not payable in whole or in part from ad valorem taxes of the City, and the full faith and credit of the City is not pledged to pay the principal of or interest on this Bond Payment of the Debt Service Requirements of this Bona shall be made solely from, and as security for such payment there are irrevocably (but not exclusively) pledged , pursuant to the Ordinance , two special funds identified as the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Principal and Interest Account" and the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Reserve Account" , into whicn -21- funas the City has covenanted in the Ordinance to pay, respectively, from the Pledged Revenues sums sufficient to pay when due the Debt Service Requirements of the Bonds of the series of which this is one and any additional parity securities heretofore or hereafter issuea and payable from such revenues, and to accumulate and maintain a specified reserve for such purposes In addition, the City may at its option augment such funds with any other moneys of the City legally available for expenditure for the purposes thereof as provided in the Ordinance It is hereby recited , certified and warranted that for the payment of this Bond and of the interest hereon, the Citv has created and will maintain said special funds and will deposit the Pledgea Revenues therein, out of the amounts and revenues specified in the Ordinance referrea to above authorizing the issuance of this Bond , and out of said special funds, as an irrevocable charge thereon, will pay this Bond and the interest hereon , in the manner providea 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 Bonas constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Revenues Bonds and other types of securities, in aaaition to the Bonds of the series of which this is one , subDect to expressed conaitions, may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien of the Bonds of the series of which this is one or , sub3ect to additional expressed conditions , having a lien -22- 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 Orainance , the Pledged Revenues are assigned, pledged and set aside to the payment of this Bona , the series of which this Bond is one, and the interest hereon and thereon in anticipation of the collection of the Pledged Revenues 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 of this Bona and of the Ordinance Tnis Bond is one of a series of 672 Bonds in the aggregate principal amount of $3 ,360,000 , of like tenor and date , except as to number and interest rate , issued and authorized for the purpose of refunding , paying ana discharging the principal of certain bond anticipation notes of the City and of defraying in wnole or in part the cost of acquiring , constructing and installing street improvements within the City, under the authority of and in full conformity with the Constitution of the State of Colorado, the City Charter , and all other laws of the State of Colorado thereunto enabling , and pursuant to the Orainance and other ordinances of the City, duly adoptea, publisned and made laws of the City prior to the issuance of this Bond Reference is hereby made to the Ordinance, and to any and all modifications and amendments thereof , for a description of the provisions, terms ana conaitions, and definitions of terms, upon which the Bonds of the series of which this is one are -23- issued and secured , including , without limitation, the nature and extent of the security for the Bonds, provisions with respect to the custody and application of the proceeds of the Bonds , the collection and disposition of the revenues and moneys chargea with and pledged to the payment of the Debt Service Requirements of the Bonds, the terms ana conditions on which the Bonds are issued , a aescription of said special funas referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the Debt Service Requirements, ana the manner of enforcement of said pledge , as well as the rights , duties , immunities and obligations of the City and the members of its Council and also the rights ana remeaies of the holders of the Bonas To the extent and in the respects permitted by the Orainance , the provisions of the Ordinance , or any instrument amendatory thereof or supplemental thereto, may be modified or amenaea by action of the City taken in the manner ana sub3ect to the conditions and exceptions provided in the Ordinance The pledge of revenues and other obligations of the City under the Ordinance may be discharged at or prior to the maturity of the Bonds upon the making of provision for the payment of the Bonds on the terms ana conditions set forth in the Ordinance It is hereby recited , certifiea and warrantee that all the requirements of law have been fully complied with by the proper officers of the City in the issuance of this Bond, that it is issued pursuant to and in strict conformity with the Constitution of the State of Colorado , the City Charter , and all other laws of the State of Colorado, and with the Ordinance -24- and any instrument supplemental thereto, that this Bona does not contravene any constitutional or statutory limitation of the State of Colorado or any limitation of the City Charter , and that this Bond and each of the other Bonds of the series of which it is one are issuea under the authority of the Ordinance For the payment of this Bond and the interest hereon, the City pleages the exercise of all its lawful corporate powers IN WITNESS WHEREOF, the Council of the City of Fort Collins , Colorado , has caused this Bona to be signea in its name ano on its behalf with the facsimile signature of the Mayor of the City , to be sealed with a facsimile seal of the City, to be signed and attested with the facsimile signature of the City Clerk of the City , and to be countersigned with the manual signature of the Finance Director of the City, and has caused the attached coupons to be signed with the facsimile signature of the Mayor of the City, all as of the 1st day of October , 1982 CITY OF FORT COLLINS , COLORADO By (Facsimile Signature) Mayor (FACSIMILE) ( SEAL ) Attest (Facsimile Signature) Citv Clerk Countersigned By (Manual Signature) Finance Director (End of Form of Bona) -25- (Form of Interest Coupon) Coupon No $ April , On the first day of October , the City of Fort Collins , in the County of Larimer and State of Colorado, will upon surrender of this coupon pay to bearer the amount shown hereon in lawful money of the United States of America , without deduction for exchange or collection charges, at First Interstate Bank of Fort Collins , N A , Fort Collins , Colorado, solely from and secured by a pledge of two special funds, created from the Pledged Revenues derived from the sources set forth in the Bond to which this coupon pertains, being the interest then due on its City of Fort Collins , Colorado , Sales and Use Tax Revenue Bond, dated October 1 , 1982, bearing Bond No By (Facsimile Signature) Mayor City of Fort Collins , Colorado (End of Form of Interest Coupon) -26- C Bonds Equally Secured The covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal benefit , protection and security of the Holders of any and all of the Bonds and the coupons pertaining thereto, all of which, regardless of the time or times of their maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds or coupons over any other thereof, except as otherwise expressly provided in or pursuant to this Ordinance D Special Obligations All of the Bonds, as to all Debt Service Requirements thereof , shall be payable and collectible solely out of the Pledged Revenues, which revenues are hereby so assigned and pleaged for that purpose, the Holder or Holders of any of the Bonds or coupons may not look to any general or other fund of the City for the payment of the Debt Service Requirements, except the special funds pledged therefor , and the Bonds and coupons shall not be considered or held to be general obligations of the City but shall constitute special and limited obligations of the City The Bonds are not payable in whole or in part from ad valorem taxes of the City, and the full faith and credit of the City is not pledged for payment of the Bonds or their coupons Section 4 Sale of Bonds A Purchaser ' s Proposal The City Council has heretofore received from the Purchaser a proposal for the purchase of the Bonds upon terms favorable to the City -27- B Award of Contract The contract for the purchase of the Bonds is hereby awarded to the Purchaser at the price specified in the Purchaser ' s proposal and upon the terms set forth in this Ordinance Section 5 Disposition of Bond Proceeds and Other Revenues, Funas and Accounts Aaopted or Created by Ordinance, Securitv For Bonds The proceeds from the sale of the Bonds and the Pledgea Revenues received by the City snall be deposited by the City in the funds described in this Section 5 , to be accountea for in the manner and priority set forth in this Section 5 The validity of the Bonds shall not be dependent on or be affected by the validity or regularity of any proceeaings relating to Ordinance No 113 or the Notes or relating to the Pro3ect or any part thereof The Purchaser of the Bonds , any associate thereof , and any subsequent Holder of any Bonds shall in no manner be responsible for the application or disposal by the City or by any of its officers, agents ana employees of the moneys oerived from the sale of the Bonds or of any other moneys designated in this Section 5 Until the proceeds of the Bonds are appliea as provided in this Section 5, the proceeas of the Bonas shall be sub3ect to a lien thereon and pledge thereof for the benefit of the Holders of the Bonds from time to time as provided in this Section 5 -28- The Pledged Revenues, and all moneys and securities paid or to be paid to or held or to be held in any fund or account hereunder are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds, subject to the provisions herein relating to the Bond Anticipation Note Principal and Interest Fund 1981 and the Capital Projects Fund and subject to the application of the Pledged Revenues for payment of Debt Service Requirements of Parity Securities, incluaing the Bonds , and this assignment and pledge shall be valid and binding from and after the date of the first delivery of the Bonds, and the moneys, as received by the City and hereby assignea and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing , or further act, and the lien of this assignment and pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the City (except as herein otherwise expressly provided) , and the lien of this assignment and pledge shall be valid and binding as against all parties having claims of any kind in tort , contract or otherwise against the City (except as herein otherwise expressly provided) , irrespective of whether such parties have notice thereof A Bond Anticipation Note Principal and Interest Fund 1981 Of the proceeds the Bonds the sum of $2,000, 000 shall be deposited in the Bond Anticipation Note Principal and Interest -29- Funa 1981 ana immediately applied to the principal of the Notes on the maturity date thereof B Capital Projects Fund The remaining proceeds of the Bonds , except the sums required in Sections 5D and 5E hereof to be deposited in the Principal and Interest Account and the Reserve Account, shall be deposited in the Capital Projects Fund and shall be used and withdrawn only as provided in this Section 5B The proceeas of the Bonds deposited in the Capital Projects Funa , except as herein otherwise expressly provided , shall be used and paid out from time to time solely for the purpose of paying the Cost of the Project and are hereby pledged therefor Any surplus proceeds of the Bonds remaining in the Capital Projects Fund after completion of the Project may be transferred to the Principal and Interest Account ana used for the purposes of the Principal and Interest Account , may be usea to the extent feasible to call ana redeem the Bonds in advance of maturity or may be used to pay the costs of other public improvements in the City The City shall transfer any proceeds of the Bonas credited to the Capital Projects Fund , without further order , to the Principal ana Interest Account to pay the Debt Service Requirements of the Bonas as the same become due whenever and to the extent moneys in the Principal ana Interest Account ana the Reserve Account or moneys otherwise available therefor are insufficient for that purpose, unless such proceeds shall be needed to defray obligations accrued and to accrue unaer any contracts then existing and pertaining to the -30- Pro3ect Any moneys so used shall be restored to the Capital Pro3ects Fund from the first Pledged Revenues thereafter received and not needed to meet the requirements provided in Sections 5D and 5E hereof C Sales and Use Tax Fund Deposits For so long as any of the Bonds shall be Outstanding , as to any Debt Service Requirements, except as otherwise provided herein, the entire Pledged Revenues , upon their receipt from time to time by the City, shall be set aside and credited immediately, ana the City hereby covenants with the Holders of the Bonds and any interest coupons pertaining thereto to so set asiae and credit the Pledged Revenues immeaiately, to a special separate fund aesignated as the "City of Fort Collins, Colorado, Sales and Use Tax Fund " For so long as any of the Bonds shall be Outstanaing as to any Debt Service Requirements, the Sales and Use Tax Fund shall be accumulated and aaministered , and the moneys on deposit therein shall be applied, in the following order of priority (1) First, to the Principal and Interest Account and to the General Funa for aeposit to the Reserve for Sales and Use Tax Revenue Bonds and Interest to pay the Debt Service Requirements of the Bonds, the Additional Parity Bonds and any other Parity Securities then Outstanding in the manner set forth in Section 5D, (2) Secona, to the Reserve Account, in the manner set forth in Section 5E, -31- (3) Third, to the payment of the Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with Section 5G, and (4) Fourth, to be used in accordance with Section 5H D Principal and Interest Account The City shall deposit in a special separate fund heretofore created as a restricted account within the Sales and Use Tax Fund and designated as the "City of Fort Collins, Colorado , Sales and Use Tax Revenue Bonas, Principal and Interest Account" forthwith upon receipt of the proceeds of the Bonas, interest accrue❑ thereon from their date of issue to the date of delivery thereof to the Purchaser, to apply to the payment of interest on the Bonds as the same becomes due after their delivery. The City shall deposit in the Principal and Interest Account and in the General Fund for deposit to the Reserve for Sales and Use Tax Revenue Bonds and Interest, monthly, on or before the last day of each month beginning in October , 1982, the following amounts (1) Interest Payments To the Principal and Interest Account one-sixth (1/6) of the aggregate amount of the next maturing installment of interest on the Bonas, any Adaitional Parity Bonds ana any other Parity Securities (except the 1980 Bonds) then Outstanding, to the General Fund for deposit to the Reserve for Sales and Use Tax Revenue Bonds and Interest the amount for interest on the 1980 Bonds specifies in Ordinance No 47 -32- (2) Principal Payments To the Principal and Interest Account one-twelfth (1/12) of the aggregate amount of the next maturing installment of principal of the Bonds , any Additional Parity Bonds and any other Parity Securities (except the 1980 Bonds) then Outstanding , to the General Fund for deposit to the Reserve for Sales and Use Tax Revenue Bonds and Interest the amount for principal on the 1980 Bonds specified in Ordinance No 47 Such interest and principal shall be promptly paid when due The moneys credited to the Principal and Interest Account shall be used to pay the Debt Service Requirements of the Bonds , any Additional Parity Bonds and any other Parity Securities (except the 1980 Bonds) then Outstanding , as such Debt Service Requirements become due , except as otherwise provided in this Ordinance E Reserve Account Payments The City shall deposit in a special separate fund heretofore created as a restricted account within the Sales and Use Tax Fund and designated as the "City of Fort Collins, Colorado , Sales and Use Tax Revenue Bonds, Reserve Account, " forthwith upon receipt of the proceeds of the Bonds , the sum of $430,000 Sub3ect to the payments required by Section 5D hereof , except as provided in Section 5F hereof , from and to the extent of any moneys remaining in the Sales and Use Tax Fund, there shall be credited as hereinafter provided and from time to time thereafter to the Reserve Account moneys sufficient to accumulate in and maintain the Reserve Account at an amount at least equal to the Combined -33- Average Annual Debt Service Requirements for all Outstanding Bonas, Adaitional Parity Bonas and other Parity Securities (except the 1980 Bonds) , which amount shall be maintainea as a continuing reserve to meet possible deficiencies in the Principal and Interest Account The amount by which the Combinea Average Annual Debt Service Requirements exceea the sum deposited to the Reserve Account on the date of issuance of the Bonas shall be accumulated by depositing such difference to the Reserve Account in five approximately equal annual installments payable no later than October 1, 1983 , and on the same date in each of the years 1984 tYrough 1987 , inclusive No payment need be made into the Reserve Account so long as the moneys therein shall equal not less than said amount In the event that the amount of the Reserve Account falls below the minimum amount required to be maintained therein, then the City will credit to the Reserve Account that sum of money needed to accumulate or reaccumulate the amount therein so that at all times the amount of the Reserve Account equals said minimum amount The moneys in the Reserve Account shall be set aside, accumulated, and , if necessary , reaccumulated as proviaea herein, from time to time , and maintained as a continuing reserve to be used, except as hereinafter provided in Section 5F ano Section 9 hereof , only to prevent aeficiencies in payment of the Debt Service Requirements of the Bonds, Additional Parity Bonds and any other Parity Securities (except the 1980 Bonds) then Outstanding , resulting from failure to -34- deposit into the Principal and Interest Fund sufficient funds to pay such Debt Service Requirements as the same accrue If at any time the City shall for any reason fail to pay into the Principal and Interest Account the full amount above stipulated , then an amount shall be paid into the Principal and Interest Account at such time from the Reserve Account equal to the difference between that paid from the Pledged Revenues in the Sales and Use Tax Fund and the full amount so stipulated The money so used shall be replacea to the Reserve Account from the first moneys credited to the Sales and Use Tax Fund thereafter received and not required to be otherwise appliea by Section 5D hereof Nothing in this Ordinance shall be construed as limiting the right of the city to augment the Principal and Interest Account or the Reserve Account with any other money which is legally available for payment of the Debt Service Requirements of the Bonds, Additional Parity Bonds or other Parity Securities F Termination of Deposits , Use of Moneys in Principal and Interest Account and Reserve Account No payment need be made into the Principal and Interest Account or the Reserve Account , or both, if the amount in the Principal and Interest Account and the amount in the Reserve Account total a sum at least equal to the entire amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds and Parity Securities (except the 1980 Bonos) , as to all Debt Service Requirements, to their respective maturities or to any Redemption Date or -35- Redemption Dates on which the City shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturities , any Bonds, any Additional Parity Bonus and any other Parity Securities (except the 1980 Bonds) then Outstanding , and thereafter maturing , both accrued and not accrued (provided that, solely for the purpose of this Section 5F, there shall be deemed to be a credit to the Reserve Account of moneys, Federal Securities and bank deposits, or any combination thereof , accounted for in any other account or accounts of the City and restricted solely for the purpose of paying the Debt Service Requirements) , in which case moneys in the Principal and Interest Account and the Reserve Account in an amount , except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment, at least equal to such Debt Service Requirements, shall be used together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the same become due, and any moneys in excess thereof in the Principal and Interest Account and the Reserve Account ano any other moneys derived from the Pledged Revenues or otherwise pertaining to the Pro3ect may be used in any lawful manner determined by the City The moneys in the Principal and Interest Account ana in the Reserve Account shall be used solely and only for the purpose -36- of paying the Debt Service Requirements of the Bonds , any Additional Parity Bonds and any other Parity Securities (except the 1980 Bonds) authorized and Outstanding from time to time, but any moneys at any time in excess of the minimum amount required to be maintained in the Reserve Account may be withdrawn therefrom and transferred from time to time to the Principal ana Interest Account and distributed in the same manner as other moneys in the Principal and Interest Account G Payment of Additional Subordinate Securities Subsequent to the payments required by the foregoing provisions of this Section 5 , any moneys remaining in the Sales and Use Tax Fund may be used by the City for the payment of Debt Service Requirements of Suborainate Securities payable from the Pleagea Revenues and hereafter authorized to be issued in accordance with this Ordinance and any other provisions herein supplemental thereto, including reasonable reserves for such Subordinate Securities, as the same accrue, but the lien of such Subordinate Securities on the Pleaged Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds, Additional Parity Bonds and any Parity Securities as herein provided H Use of Remaining Revenues After the payments hereinabove required to be maae by Sections 5D through 5G hereof are made, at the end of any month, or whenever in any month there shall have been credited to the Principal and Interest Account and to the General Funa for deposit to the -37- Reserve for Sales and Use Tax Revenue Bonds and Interest , and to the Reserve Account, for the payment of the Bonds and any other securities payable from the Pleagea Revenues all amounts required to be deposited in those funds at that time, as herein provided, any remaining Pleaged Revenues shall be transferred to any fund of the City I Budget and Appropriation of Sums The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation orainance or measures to be adopted or passed by the City Council in each year respectively while any of the Bonds , either as to principal or interest, are Outstanaing and unpaid No provisions of any constitution, statute , charter , ordinance , resolution, or other oraer or measure enactea after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the City to keep and perform the covenants contained in this Ordinance so long as any of the Bonds remain Outstanding ana unpaid Nothing herein shall prohibit the City Council from appropriating other funas of the City legally available for this purpose to the Sales and Use Tax Fund or the Principal and Interest Account for the purpose of providing for the Debt Service Requirements of the Bonds Section 6 General Administration of Funds and Accounts A Places and Times of Deposits Each of the special funas referred to in Section 5 hereof shall be maintained in a -38- Commercial Bank and kept separate and apart from all other accounts or funds of the City as trust accounts solely for the purposes herein designated therefor For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such accounts pertaining to the Pleaged Revenues or to such fund and any other funds of the City to be established under this Ordinance Such account shall be continuously secured to the fullest extent required and permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds and accounts Each periodic payment shall be creaited to the proper account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day B Investment of Funds and Accounts Any moneys in any fund or account established by this Ordinance may be deposited, invested , or reinvested in any manner permitted by law Securities or obligations purchased as such an investment shall either be subDect to redemption at any time at face value by the holder thereof at the option of such holder , or shall mature at such time or times as shall most nearly coinciae with the expected need for moneys from the fund or account in question Securities or obligations so purchased as an investment of moneys in any such fund or account shall be -39- deemed at all times to be a part of the applicable fund or account, provided that, with the exception of the Reserve Account, the interest accruing on such investments and any profit realized therefrom shall be credited to the Sales and Use Tax Fund , and any loss resulting from such investments shall be charged to the particular fund or account in question Interest and profit realized from investments in the Reserve Account shall be credited to the Reserve Account, provided that, so long as the amount in the Reserve account equals at least the minimum amount specified in Section 5E hereof , such interest and profit may be transferred to the Principal and Interest Account and distributed in the same manner as other moneys in the Principal and Interest Account Any loss resulting from such investments in the Reserve Account shall be charged to the Reserve Account The City shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund or account whenever it shall be ncessary to do so in order to provide moneys to meet any required payment or transfer from such fund or account The Citp shall have no obligation to make any investment or reinvestment hereunder , unless any moneys on hand and accounted for in any one account exceeds $5 , 000 and at least $5,000 therein will not be needed for a period of not less than sixty (60) days In such event the City shall invest or reinvest not less than substantially all of the amount which will not be needed during such sixty (60) day period , except for any moneys on deposit in -40- an interest bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit or otherwise , pursuant to this Section 6B and Section 6D hereof, but the City is not requireo to invest, or so to invest in such a manner , any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 80 hereof C No Liability for Losses Incurred in Performing Terms of Ordinance Neither the City nor any officer of the City shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance D Character of Funds The moneys in any fund herein authorized shall consist of lawful money of the United States or investments permitted by Section 6B hereof or both such money and such investments Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to Sections 6A and 6B hereof, appropriately secured according to the laws of the State , shall be deemed lawful money of the United States E Accelerated Payments Optional Nothing contained herein prevents the accumulation in any fund herein designated of any monetary requirements at a faster rate than the rate or minimum rate , as the case may be , provided therefor, but no payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the City pertaining to the Pleaged Revenues Nothing herein contained -41- requires in connection with the Pledged Revenues received in any Fiscal Year the accumulation in any fund or account for the payment in the Comparable Bond Year of Deot Service Requirements due in connection with any series of bonds or other securities payaole from the Pledged Revenues ana heretofore , herein or hereafter authorized, in excess of any reserves require❑ to be accumulated ano maintained therefor , and of any existing deficiencies, and payable from such funa or account, as the case may be, except as may oe otherwise provided herein Section 7 Priorities , Liens , Issuance of Additional Bonds and Adaitional Securities A First Lien on Pledged Revenues Except as expressly provided in this Ordinance with respect to the issuance of Additional Parity Bonos, Parity Securities or Subordinate Securities, the Pledged Revenues shall be and hereby are irrevocably assigned, pledged anmd set aside to pay the Debt Service Requirements of the Bonds The Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Revenues The Bonds, any Additional Parity Bonds and any other Parity Securities authorized to be issued and from time to time Outstanding are equitably and ratably secured by a lien on the Pledged Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Revenues regardless of the time or times of the issuance of the Bonos, any Additional Parity Bonds and any other Parity Securities, it being the intention -42- of the City Council that there shall be no priority among the Bonds, any Additional Parity Bonds and any other Parity Securities, regaraless of the fact that they may be actually issued and deliverea at different times B Issuance Of Parity Bonas Nothing herein, sub3ect to the limitations stated in Section 7G hereof , prevents the issuance by the City of Additional Parity Bonds or other adaitional Parity Securities payable from the Pledged Revenues ana constituting a lien on the Pledged Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonas, or prevents the issuance of bonds or other securities refunding all or part of the Bonos, except as provided in Sections 7F through 7G hereof , but before any such Additional Parity Bonds or other additional Parity Securities are authorized or actually issued (excluding any parity refunding securities permitted to be issued in accordance with Section 7F hereof) the following provisions must first be satisfies (1) Absence of Default At the time of the adoption of the supplemental ordinance or other instrument authorizing the issuance of the Additional Parity Bonas as provided in Section 7G hereof , the City shall not be in default in making any payments required by Section 5 hereof (2) Historic Revenues Test The Pledged Revenues, as certifiea by an Independent Accountant, derived in the last complete Fiscal Year immediately preceding the date of the issuance of such Additional Parity Bonds or other additional Parity Securities, shall have been sufficient to pay an amount -43- at least equal to 150% of the Average Annual Debt Service Requirements for the Outstanding Bonds, Additional Parity Bonds, Parity Securities and the Additional Parity Bonds or other additional Parity Securities proposed to be issued less any amount in the Reserve Account on the date of issuance of the proposed Additional Parity Bonas or other additional Parity Securities If sales and use taxes in excess of those authorized as of the date hereof have been established during such Fiscal Year , the amount of such Pledged Revenues may be ad3usted by applying the additional sales and use tax as if it had been in effect curing the entire period during sucn Fiscal Year (3) Adequate Reserves The proceedings under whicn any such Additional Parity Bonds or other additional Parity Securities are issued must provide for the deposits of moneys to the Reserve Account from any source legally available to the City , and contain a covenant by the City to maintain the Reserve Account, in an amount at least equal to the minimum amount required by this Ordinance (4) Requirements of Other Ordinances Any other or further requirements of Ordinance No 47 ano Ordinance No 87 must have been satisfied C Certification of Revenues In the case of the computation of the revenue tests providea in Section 7B, the specified and required written certifications by the Independent Accountant that such annual revenues are sufficient to pay such amounts as provided in Section 7B hereof shall be -44- conclusively presumed to be accurate in determining the right of the City to authorize, issue , sell and deliver Additional Parity Bonds or other additional Parity Securities on a parity with the Bonds and other Parity Securities D Subordinate Securities Permitted Nothing herein, sub3ect to the limitations stated in Section 7G 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 3unior to the lien thereon of the Bonds E Superior Securities Prohibited Nothing herein permits the City to issue additional bonds or other additional securities payable from the Pledged Revenues and having a lien thereon prior and superior to the lien tnereon of the Bonds F Refunding Bonds At any time after the Bonds , or any part thereof , are issued and remain Outstanding , if the City Council shall find it desirable to refund any Outstanding Bonds, or other Outstanding securities payable from and constituting a lien upon any Pledged Revenues, such Bonds or other securities, or any part thereof , may be refunded regardless of whether the priority of the lien for the payment of the refunding securities on the Pledged Revenues is different from the priority of the lien for the payment of the refunded securities (except as provided in Section 7E) , provided that the issuance of any such refunding bonds or other refunding securities shall be sub3ect to the following additional requirements and conditions -45- (1) No Partial Refunding The City may not refund in part the Outstanding Bonds of this series or the Outstanding securities of a given series of securities (2) Protection of Unrefunded Bonds Any such refunding obligations payable , in whole or part , from the Pledgeo Revenues may be issued with such details as the City may by ordinance provide so long as there is no impairment of any contractual obligation imposed upon the City by any proceedings authorizing the issuance of the unrefunded series of Bonds or securities No such refunding obligations payable, in whole or part, from the Pleaged Revenues may be issued on a parity with the unrefunded series of Bonds or securities without the consent of the Holder or Holoers of such unrefunded Bonds or securities unless either (1) the refunding obligations do not increase for any Fiscal Year in which the unrefunded series of Bonds or securities will be Outstanding , by more than $5, 000, the aggregate Debt Service Requirements (excluding redemption premiums) for such year evidenced by such refunding obligations and by the Outstanding Bonds or series of securities not refunded or (2) such refunding bonds or refunding securities are issued in compliance with Sections 7B and 7C (3) Limitations Upon Refundings Any refunding bonas or refunding securities payable from any Pledged Revenues shall be issued with such details as the City may by instrument provide, sub3ect to the provisions of Section 7G hereof , and sub3ect to the inclusion of the applicable rights and privileges designated in Section 7F (2) -46- G Supplemental Ordinances Additional bonds or other additional securities payable from any Pledged Revenues shall be issued only after authorization thereof by ordinance , supplemental ordinance or other instrument of the City Council, in substantially the same form as this Ordinance , stating the purpose or purposes of the issuance of such additional securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof , and fixing and determing the date, principal amount, maturity or maturities, 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 providing for payments to and from the Sales and Use Tax Fund in accordance with this Ordinance All additional securities shall bear such date , shall be payable at such place or places, may be sub3ect 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 City Council Section 8 Covenants The City hereby particularly covenants and agrees with the Holders of the Bonds and coupons pertaining thereto from time to time , and makes provisions which shall ee a part of its contract with such Holders, which covenants and provisions shall be kept by the City continuously until all of the Bonds -47- ana the interest thereon, have been fully paid and discharged, to the effect and with the purpose that A Continuance and Collection of Taxes (1) Except as provided in Section 8A of Ordinance No 87, Ordinance No 58, Ordinance No 140, and Ordinance No 149 , as originally adopted, have not been repealed or amended and are now in full force and effect The City will not repeal or amend said ordinances in any manner which would diminish the Pledged Sales and Use Tax Revenues (2) The City will continue to levy, impose, administer , enforce and collect the Sales and Use Tax on sales and purchases of tangible personal property at retail and storage , use , aistribution and consumption of tangible personal property purchasea or acquired at retail, within the City, in accordance with Ordinance No 58, Ordinance No 140 , and Ordinance No 149 without reduction in the percentage rate of the Sales and Use Tax as set forth therein ( 3) The City shall maintain the Sales and Use Tax Fund as a fund of the City separate and distinct from all other funds of the City and shall place the Pledged Sales and Use Tax Revenues therein The Sales and Use Tax Fund shall be subject to appropriation only as authorized by this Ordinance ( 4) All of the Pledged Revenues resulting from the imposition ana collection of the Sales and Use Tax shall be subject to the payment of the Debt Service Requirements of all securities payable from the Pledged Revenues, including -48- reserves therefor , as provided herein or in any instrument supplemental or amendatory hereto B Defense of Legality of Pledged Revenues There is not penning or threatened any suit, action or proceeding against or affecting the City before or by any court , arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance , Ordinance No 58, Ordinance No 140, or Ordinance No 149, the imposition and collection of the Sales and Use Tax , or any of the City ' s obligations under this Ordinance or any of the transactions contemplated by this Ordinance , Ordinance No 58, Ordinance No 140 , or Ordinance No 149 The City shall, to the extent permitted by law, defend the validity and legality of the Sales and Use Tax and Ordinance No 58, Ordinance No 140, and Ordinance No 149, and all amendments thereto against all claims, suits and proceedings which would diminsh or impair the Pledged Revenues security for the Bonas Furthermore , the City shall amend from time to time the provisions of Ordinance No 58, Ordinance No 140, and Ordinance No 149 , as necessary to prevent impairment of the Pledged Revenues as required to meet the Debt Service Requirements of the Bonds when due Except as permitted in this Ordinance , the City has not assigned or pledged the Pleaged Revenues in any manner which would diminish the security for payment of the Bonds C Performance of Duties The City , acting and through its officers, or otherwise , shall faithfully and punctually perform, or cause to be performed , all duties with respect to -49- the Pledged Revenues and the Pr03ect required by the Constitution and laws of the State , the Charter and the various ordinances , resolutions and contracts of the City , including , without limitation, the proper segregation of the proceeds of the Bonds and the Pledged Revenues and their application from time to time to the respective funds provided therefor D Contractual Obligations The City will perform all contractual obligations undertaken by it under the contract with the Purchaser , and any other agreements relating to the Bonds and the Pledged Revenues and to the Notes and the Pr03ect E Further Assurances At any and all times the City shall, so far as it may be authorized by law, pass, make, do , execite , acknowleage , deliver , ana file or record all and every such further instruments, acts, deeds, conveyances, assignments , transfers , other documents , and assurances as may be necessary or desirable for the better assuring , conveying , granting , assigning and confirming all and singular the rights, the Pledgea Revenues and other funds and accounts hereby pledged or assigned , or intenaed so to be , or which the City may hereafter become bound to pleage or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance The City, acting by and through its officers, or otherwise , shall at all times , to the extent permittea by law, defend, preserve and protect the pledge of the Pleagea Revenues and other funds and accounts pledged hereunder and all the -50- rights of every Holder of any of the Bonds against all claims and demands of all Persons whomsoever F Conditions Precedent Upon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States , the Constitution or laws of the State, the Charter , or this Ordinance, to exist, to have happened , and to have been performed precedent to or in the issuance of the Bonds shall exist, have happened and have been performed , and the Bonds, together with all other obligations of the City, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of the State or the Charter G Records The City will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the funds referred to herein, and payments made from the Capital Pro3ects Fund H Protection of Securitv The City, its officers, agents and employees, shall not take any action in such manner or to such extent as might pre3udice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Revenues according to the terms thereof No contract shall be entered into nor any other action taken by which the rights of any Holder of any Bond or other security payable from Pledged Revenues mignt be pre3udicially and materially impaired or diminished -51- I Accumulation of Interest Claims In order to prevent any accumulation of coupons or claims for interest after maturity, the City shall not directly or indirectly extend or assent to the extension of the time for the payment of any coupon or claim for interest on any of the Bonds or any other securities payable from Pledged Revenues, and the City shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such coupons or other claims for interest If the time for the payment of any such coupons or of any other such installment of interest is extenaea in contravention of the foregoing provisions, such coupon or installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Ordinance , except upon the prior payment in full of the principal of all of the Bonds and any such securities or coupons the payment of which has not been extenaed J Prompt Payment of Bonds The City shall promptly pay the Debt Service Requirements of every Bond at the places, on the aates, and in the manner specified nerein and in the Bonds and in the coupons thereto pertaining according to the true intent and meaning hereof K Use of Principal and Interest Account and Reserve Account The Principal and Interest Account and the Reserve Account shall be used solely and only, and the moneys credited to such accounts are hereby pleaged, for the purpose of paying -52- the Debt Service Requirements of the Bonds, Additional Parity Bonds or other Parity Securities (except the 1980 Bonds) to their respective maturities or any Redemption Date or Redemption Dates on which the city is obligated to redeem Bonds, Additional Parity Bonds or other Parity Securities (except the 1980 Bonds) sub3ect to the provisions concerning surplus moneys in Section 5F and sub3ect to Section 9 hereof L Additional Securities The City shall not hereafter issue any bonds or securities payable from Pledged Revenues other than the Bonds without compliance with the requirements with respect to the issuance of Additional Parity Bonds or additional Parity Securities set forth herein M Other Liens Other than as permitted herein, there are no liens or encumbrances of any nature whatsoever on or against the Pledged Revenues derived or to be derived N Surety Bonds Each official or other person having custody of any Pledged Revenues , or responsible for their handling , shall be fully bonded at all times, which bond shall be conditioned upon the proper application of said moneys O Arbitrage Covenant The City covenants with the Holders of the Bonds that it will make no investment or other use of proceeds of the Bonds at any time ouring 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 Section 103 (c) of the Internal Revenue Code of 1954, as amended , unless, under any provision of law hereafter enacted , -53- the interest paid on the Bonds (a) shall be excludible from the gross income of a recipient thereof for federal income tax purposes without regard to whether or not the Bonds are arbitrage bonds, or (b) shall be exempt from all income taxation Section 9 Defeasance When all Debt Service Requirements of the Bonds have been duly paid , the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of tnis Orainance There shall be deemed to be such due payment when the City has placed in escrow or in trust with a Trust Bank located within or without the State, moneys or Federal Securities in an amount sufficient (incluaing the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all Debt Service Requirements of the Bonds, as the same become due to the final maturities of the Bonds or upon any Redemption Date as of which the City shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of Bonds for payment then The Feaeral Securities shall become due prior to the respective times at which the proceeds thereof shall oe 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 Securities shall be sub3ect to redemption at the option of the -54- holder thereof to assure such availability as so needed to meet such schedule Section 10 Default Provisions and Remedies of Bondholaers A Events of Default Each of the following events is hereby declared to be and to constitute an Event of Default (1) Nonpayment of Principal or Premium Payment of the principal of any of the Bonds or any prior redemption premium due in connection therewith, or both, is not made when the same becomes due and payable, either at maturity or by proceedings for prior redemption, or otherwise , (2) Nonpayment of Interest Payment of any installment of interest is not made when the same becomes due and payable , (3) Incapable to Perform The City for any reason is, or is rendered , incapable of fulfilling its obligations hereunder , (4) Nonperformance of Duties The City snall have failed to carry out and to perform (or in good faith to begin the performance of) all acts and things lawfully required to be carried out to be performed by it under any contract relating to the Bonds or the Pledged Revenues or to the Notes or the Pr03ect , or to all or any combination thereof , or otherwise including , without limitation, this Ordinance, ana such failure shall continue for sixty (60) days after receipt of notice from the Holders of 10% in principal amount of the Bonds then Outstanding , (5) Appointment of Receiver An order or decree is entered by a court of competent 3urisdiction, with the consent or acquiescence of the City, appointing a receiver or receivers -55- for the Pledged Revenues and any other moneys subject to the lien to secure the payment of the Bonds, or if any order or decree , having been entered without the consent or acquiescence of the City, is not vacated or discharged or stayed on appeal within sixty (60) days after entry, (6) Default of Any Provision The City makes any default in the due and punctual performance of any other of the representations, covenants, conditions, agreements and other provisions contained in the Bonds or in this Ordinance on its part to be performed, and if such default continues for sixty (60) days after written notice , specifying such default ana requiring the same to be remedied, is given to the City by the Holders of 10% in principal amount of the Bonds then Outstanding B Remedies for Defaults Upon the happening and continuance of any of the Events of Default , as provided in Section 10A hereof, then and in every case the Holder or Holders of not less than 10% in principal amount of the Bonds then Outstanding , including , without limitation, a trustee or trustees therefor , may proceed against the City and its agents, officers and employees to protect and to enforce the rights of any Holaer of Bonds or coupons under this Ordinance by manoamus or by other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction, either for the appointment of a receiver or an operating trustee or for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such -56- Holder or Holders may deem most effectual to protect ano to enforce the rights aforesaid, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of any Holder of any Bond , or to require the City to act as if it were the trustee of an expressed trust , or any combination of such remedies, or as otherwise may be authorized by any statute or other provision of law All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Holders of the Bonds, any Parity Securities, and the coupons then Outstanding Any receiver or operating trustee appointed in any proceedings to protect the rights of such Holders hereunaer, the consent to any such appointment being hereby expressly granted by the City , may collect , receive and apply all Pledged Revenues arising after the appointment of such receiver or operating trustee in the same manner as the City itself might do C Rights and Privileges Cumulative The failure of any Holder of any Outstanding Bond to proceed in any manner herein provided shall not relieve the City , or any of its officers, agents or employees of any liability for failure to perform or carry out any duty , obligation or other commitment Each right or privilege of any such Holder (or trustee thereof) is in addition and is cumulative to any other right or privilege , and the exercise of any right or privilege by or on behalf of any Holder shall not be deemed a waiver of any other right or privilege thereof Each Holder of any Bond shall be entitled to all of the privileges, rights, and remedies provided or -57- permitted in this Ordinance and as otherwise provided or permitted by law or in equity or by other statutes, except as providea in Section 12A and Section 12B hereof, and sub3ect to the applicable provisions concerning the Pledged Revenues and the proceeds of the Bonds Nothing herein affects or impairs the right of any Holder of any Bond to enforce the payment of the Debt Service Requirements due in connection with his Bond or the obligation of the City to pay the Debt Service Requirements of each Bond to the Holder thereof at the time and the place expressed in such Bond and in the appurtenant coupons D Duties Upon Defaults Upon the happening of any of the Events of Default as provided in Section 10A hereof , the City , in addition, will do and perform all proper acts on behalf of and for the Holders of the Outstanding Bonds and coupons pertaining thereto to protect and to preserve the security created for the payment of their Bonds and coupons and to insure the payment of the Debt Service Requirements promptly as the same become due During any period of default , so long as any of the Bonds or coupons, as to any Debt Service Requirements, are Outstanding , except to the extent it may be unlawful to do so , all Pledged Revenues shall be paid into the Principal and Interest Account, or , in the event of securities hereafter or heretofore issued ano Outstanding during such period of time on a parity with the Bonds, shall be applied as provided in Section 5D hereof for all Parity Securities, including the Bonds, on an equitable and prorated basis, and used for the purposes therein provided If the City fails or -58- refuses to proceed as in this Section 10D provided, the Holder or Holders of not less than 10% in principal amount of the Bonds then Outstanding , after demand in writing , may proceed to protect and to enforce the rights of the Holders of the Bonds as hereinabove provided, and to that end any such Holders of Outstanding Bonds shall be subrogated to all rights of the City under any agreement or contract involving the Pledged Revenues entered into prior to the effective date of this Ordinance or thereafter while any of the Bonds are Outstanding Nothing herein requires the City to proceed as provided herein if it determines in good faith and without any abuse of its discretion that such action is likely to affect materially and pre3udicially the Holders of the Outstanding Bonds and any Outstanding Parity Securities E Evidence of Securityholders Any request, consent or other instrument which this Ordinance may require or may permit to be signed and to be executed by the Holder of any Bonds or other securities may be in one instrument or more than one instrument of similar tenor and shall be signed or may be executed by each Holder in person or by his attorney appointed in writing Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the holding by any Person of the securities or coupons pertaining thereto, shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly provided) if made in the following manner -59- (1) Proof of Execution The fact and the date of the execution by any Holder of any Bonds or other securities or his attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified , of any officer of a bank or trust company satisfactory to the City Clerk or of any notary public or other officer authorized to take acknowleagments of deeds to be recorded in the state in which he purports to act, that the individual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer , the authority of the individual or individuals executing any such instrument on behalf of a corporate holder of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice-presiaent of such corporation with the corporate seal affixed ana attested by an individual purporting to be its secretary or an assistant secretary, and the authority of any Person or Persons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity, and (2) Proof of Holdings The amount of Bonds or other securities transferable by delivery held by any Person executing any instrument as a holder of securities, and the numbers, date and other identification thereof , together -60- with the date of his holding the securities, may be provea by a certificate which need not be acknowledged or verified , in form satisfactory to the City Clerk, executea by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the City Clerk, or by any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act , showing at the date therein mentioned that such Person exhibited to such member , officer , notary public or other officer so authorizea to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate, but the City Clerk may nevertheless in his or her discretion require further or other proof in cases where he or she deems the same advisable F Warranty Upon Issuance of Bonds Any of the Bonds as herein provided , when duly executed and delivered for the purpose provided for in this Ordinance shall constitute a warranty by and on behalf of the City for the benefit of each ana every future Holder of any of the Bonds that the Bonas have been issued for a valuable consideration in full conformity with law G Immunities of Purchaser The Purchaser and any associate thereof are under no obligation to any Holder of the Bonds for any action that they may or may not take or in -61- respect of anything that they may or may not do by reason of any information contained in any reports or other documents received by them under the provisions of this Ordinance The immunities and exemption from liability of the Purchaser and any associate thereof hereunder extend to their partners, directors, successors, assigns, employees and agents Section 11 Amendment of Ordinance A Amendment of Ordinance Not Requiring Consent of Holders of Bonds The City may, without the consent of, or notice to , the Holders of the Bonds, adopt such ordinances supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes (1) To cure any ambiguity, or to cure, correct or supplement any defect or inconsistent provision contained in this Ordinance, or to make any provision with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable ana do not adversely affect the interests of the Holders of the Bonds and coupons, or (2) To sub3ect to this Ordinance additional revenues, properties or collateral B Amenament of Ordinance Requiring Consent of Holders of Bonds This Ordinance may be amended or modified by ordinances or other instruments duly adopted by the City Council, without receipt by it of any additional consideration, but with the written consent of the Holders of at least 66% in aggregate -62- principal amount of the Bonds Outstanding at the time of the adoption of such amendatory ordinance or other instrument, including any Outstanding refunding securities as may be issued for the purpose of refunding any of the Bonas, provided that no such amendatory or modifying instrument shall permit (1) Changing Payment A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any installment of interest thereon, or (2) Reducing Return A reduction in the principal amount of any Bond , the rate of interest thereon, or any prior redemption premium payable in connection therewith, without the consent of the Holaer of the Bond, or (3) Prior Lien The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Ordinance , or (4) Modifying Amendment Terms A reduction of the principal amount or percentages of Bonds, or any modification otherwise affecting the description of Bonds, or otherwise changing the consent of the Holders of Bonds, which may be required herein for any amendment hereto, or (5) Priorities Between Bonds The establishment of priorities as between Bonds issued and Outstanding under the provisions of this Ordinance , or (6) Partial Modification Any modifications otherwise materially and pre3udicially affecting the rights or privileges of the Holders of less than all of the Bonds then Outstanding -63- Whenever the City Council proposes to amend or modify this Ordinance under the provisions of this Section 11B it shall give notice of the proposed amendment by publication at least one (1) time by one (1) publication, in The Coloradoan, Fort Collins, Colorado , if then in business and publishing , and if not, then in a newspaper of general circulation published in the City, and in The Bond Buyer, New York, New York, if then in business and publishing , and if not, then in a similar financial newspaper published in New York, New York, and by mail within thirty (30) days after such publication to the Purchaser of the Bonds, or to any successor thereof known to the City Clerk and to all such Holders of Bonds as have furnished their names and addresses to the City Clerk pursuant to Section 3B (2) (b) hereof Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory ordinance or other instrument is on file in the office of the City Clerk for public inspection C Time for Amendment Whenever at any time within one (1) year from the Gate of the completion of the notice required to be given by Section 11B hereof there shall be filed in the office of the City Clerk an instrument or instruments executed by the Holders of at least 66% in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposd amendatory ordinance or other instrument described in such notice and shall specifically consent to and approve the adoption of such ordinance or other -64- instrument, thereupon, but not otherwise , the City Council may adopt such amendatory ordinance or instrument authorized by Section 11B hereof and such ordinance or instrument shall become effective If the Holders of at least 66% in aggregate principal amount of the Bonds then Outstanding , at the time of the adoption of such amendatory ordinance or instrument, or the predecessors in title of such Holders, shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond whether or not such Holder shall have consented to or shall have revoked any consent as herein provided shall have any right or interest to object to the adoption of such amendatory ordinance or other instrument or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking any action pursuant to the provisions thereof Any consent given by the Holder of a Bond pursuant to the provisions hereof shall be irrevocable for a period of six (6) months from the date of the completion of the notice above provided for and shall be conclusive and binding upon all future Holders of the same Bond during such period Such consent may be revoked at any time after six ( 6) months from the completion of such notice, by the Holder who gave such consent or by a successor in title, by filing notice of such revocation with the City Clerk, but such revocation snall not be effective if the Holders of 66€ in aggregate principal amount of the Bonds Outstanding as herein provided , prior to the attempted revocation, shall have -65- consented to and approved the amendatory instrument referred to in such revocation D Unanimous Consent Notwithstanding anything in the foregoing provisions contained , the terms and the provisions of this Ordinance, or of any ordinance of the City and of the Holaers of the Bonds and coupons thereunder may be modified or amended in any respect upon the adoption by the City and upon the filing with the City Clerk of an instrument to that effect and with the consent of the Holders of all the then Outstanding Bonds, such consent to be given in the manner provided in Section 11C hereof, and no notice to Holders of Bonds, either by mailing or by publication, shall be requirea as provided in Section 11B hereof, nor shall the time of consent oe limited except as may be provided in such consent E Exclusion of City ' s Bonds At the time of any consent or of other action taken hereunaer the City shall furnish to the City Clerk a certificate, upon which the City Clerk may rely, describing all Bonds to be excluded for the purpose of consent or of other action or of any calculation of Outstanding Bonds provided for hereunder , and , with respect to such excluaed Bonds, the City shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunaer F Notation on Bonds Any of the Bonds delivered after the effective date of any action taken as provided in this Section 11, or Bonds Outstanding at the effective date of such action, may bear a notation thereon oy endorsement or otherwise -66- in form approved by the City Council as to such action, and if any such Bond so authenticated and delivered after such effective date does not bear such notation, then upon demand of the Holder of any Bond Outstanding at such effective date and upon presentation of his Bond for such purpose at the principal office of the City, suitable notation shall be made on such Bond by the City Clerk as to any such action If the City Council so determines, new bonds so modified as in the opinion of the City Council to conform to such action shall be prepared, authenticated and delivered, and upon demand of the Holder of any Bond then Outstanding , shall be exchanged without cost to such Holder for Bonds then Outstanding upon surrender of such Outstanding Bonds with all unmatured coupons pertaining thereto G Proof of Instruments and Bonds The fact and date of execution of any instrument under the provisions of this Section 11, the amount and number of Bonds held by any Person executing such instrument , and the date of his holding the same may be proved as provided by Section 10E hereof Section 12 Miscellaneous A Character of Agreement None of the covenants, agreements, representations , or warranties contained herein or in the Bonds, shall ever impose or shall be construed as imposing any liability , obligation, or charge against the City (except for the special funds pledged therefor) or against the general credit of the City payable out of general funds or out of any funds derived from ad valorem taxes -67- B No Pledge of Property The payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of proeprty of the City except for the Pledged Revenues of the City No property of the City, subject to such exception with respect to the Pledged Revenues pledged for the payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds C Statute of Limtations No action or suit based upon any Bond , coupon or other obligation of the City shall be commenced after it is barred by any statute of limitation pertaining thereto Any trust or fiduciary relationship between the City and the Holder of any Bond of coupon or the obligee regarding any such obligation shall be conclusively presumed to have been repudiates on the maturity date or other due date thereof unless the Bond or coupon is presented for payment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation period Any moneys from whatever source derived remaining in any account reserved , pledged or otherwise held for the payment of any such obligation, action or suit, the collection of which has been barred , shall revert to the Sales and Use Tax Fund , unless the City Council shall otherwise provide by ordinance of the City Nothing herein prevents the payment of any such Bond , coupon, or other obligation after an action or suit for its collection has been barred if the City Council deems it in the best interests of the City or the public so to do and orders such payment to be made -68- D Delegated Duties The officers of the City are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including , witnout limitation (1) Printing Bonds The printing of the Bonas, including the printing upon each Bond of a copy of the legal opinion of Ballard, Spahr, Andrews & Ingersoll, bond counsel , duly certified by the City Clerk , (2) Final Certificates The execution of such certificates as may be reasonably requirea by the Purchaser, relating , inter alia, to (a) The signing of the Bonds , (o) The tenure and identity of the officials of the City, (c) If in accordance with fact, the absence of litigation, pending or threatened , affecting the validity of the Bonds, (d) The delivery of the Bonds and the receipt of the Bond purchase price , (e) Tne exemption of interest on the Bonds from federal income taxation, (f ) Tne disclosure of information provided in any Bond offering brochure, Preliminary Official Statement, Official Statement or offering circular for prospective buyers of the bonds -69- (3) Information The assembly and dissemination of financial and other information concerning the City and the Bonds , (4) Official Statement or Offering Circular The preparation of a Bond offering brochure, Preliminary Official Statement, Official Statement, or offering circular, for the use of prospective buyers of the Bonds, including , without limitation, such use by the Purchaser and its associates, if any, and (5) Bond Sale The execution of the Bonus and the sale , issuance , and delivery of the Bonds to the Purchaser pursuant to the provisions of this Ordinance E Successors Whenever herein the City is named or is referred to, such provision shall be deemea to include any successors of the City, whether so expressed or not All of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the City contained herein shall bind ana inure to the benefit of any officer , board , district, commission, authority, agency, instrumentality or other person or persons to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the City or of its respective successors , if any , the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions hereof -70- F Rights and Immunities Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any Person, other than the City, and the Holders from time to time of the Bonds and the coupons thereunto pertaining , any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof All the covenants, stipulations, promises and agreements herein contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, and any Holder of any of the Bonds and the coupons thereunto pertaining No resourse shall be had for the payment of the Debt Service Requirements of the Bonds or for any claim based thereon or otherwise upon this Ordinance authorizing their issuance or any other ordinance or instrument pertaining thereto, against any individual member of the City Council, or any officer or other agent of the City, past, present or future , either directly or indirectly through the City, or otherwise , whether by virtue of any constitution, statute or rule of law, Charter provision or by the enforcement of any penalty or otherwise, all such liability, if any , being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released G Ratification All action heretofore taken (not inconsistent with he provisions of this Ordinance) by the City or its officers, and otherwise by the City directed -71- (1) Notes Toward the payment of the principal of the Notes, (2) Pro]ect Toward the Pro3ect, ana (3) Bonds Toward the sale and delivery of the Bonds for that purpose, is hereby ratified , approved and confirmed H Facsimile Signatures Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes 1973, as amenaea, the Mayor and the City Clerk shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchaser thereof , file with the Colorado Secretary of State their manual signatures certified by them under oath, using a suitable Facsimile Signature Certificate for said purpose I Ordinance Irrepealable This Ordiance is, ana shall constitute , a legislative measure of the City and after any of the Bonds are issued , this Ordinance shall constitute an irrevocable contract between the City and the Holder or Holders of the Bonds, and this Ordinance, sub3ect to the provisions of Section 9 and Section 11 hereof , if any Bonds are in fact issued , shall be and shall remain irrepealable until the Bonas, as to all Debt Service Requirements, shall be fully paid , cancelled and discharged, as herein provided J Repealer All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency This repealer shall not be construed to revive -72- any ordinance , resolution , bylaws , order , or other instrument , or part thereof, heretofore repealed K Severability If any section , subsection , paragraph, clause or other provision of this Ordinance shall for any reason be held to be invalid or unenforceable , the invaliaity or unenforceability thereof shall not affect any of the remaining sections , subsections, paragraphs , clauses or provisions of this Ordinance INTRODUCED, READ, APPROVED ON FIRST READING, PND ORDERED PUBLISHED ONCE IN FULL ThIS 3rd aay of August , 1982 CITY OF FORT COLLINS , COLORADO By Mayor (CIZY) (SEAL) ATTEST �Mkmyc�� � City Clerk The foregoing Ordinance will be presented for final passage at a regular meeting of the Council to be held at Council Chambers , City Hall , 300 LaPorte Avenue, Fort Collins, Coloraao , on Tuesoay , the 17th cay of August , 1982 , at 5 30 p m -73- READ, FINALLY PASSED ON SECOND READING, AND ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 17th day of August , 1982 CITY OF FORT COLLINS , COLORADO By Mayo (CITY) (SEAL) ATTEST �NUTA City Clerk -74-