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HomeMy WebLinkAbout2017 Ordinance No. 030ORDINANCE NO. 30 SERIES OF 2017 BY AUTHORITY COUNCIL BILL NO. 30 INTRODUCED BY COUNCIL MEMBER GILLIT AN ORDINANCE OF THE CITY OF ENGLEWOOD AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS APPROVED BY THE CITY'S VOTERS ON NOVEMBER 8, 2016, TO FINANCE CAPITAL IMPROVEMENTS AND AUTHORIZING THE LEVY OF PROPERTY TAXES TO PAY SUCH BONDS; PROVIDING THE FORM OF THE BONDS AND OTHER DETAILS IN CONNECTION THEREWITH; AND APPROVING DOCUMENTS RELATING TO THE BONDS. WHEREAS, the City of Englewood, Colorado is a municipal corporation duly organized and operating as a home rule city under Article XX of the Constitution of the State of Colorado and the Charter of the City (unless otherwise indicated, capitalized terms used in this preamble shall have the meanings set forth in Section 1 of this Ordinance); and WHEREAS, pursuant to Section 104 of the Charter and Article XI of the Constitution of the State of Colorado, the City Is authorized to issue general obligation bonds for any public capital purpose, subject to obtaining voter approval of a ballot issue authorizing such bonds; and WHEREAS, at an election on November 8, 2016, the following ballot issue was approved by a majority of the eligible electors of the City voting on the ballot issue: BALLOT ISSUE NO. 2C SHALL THE CITY OF ENGLEWOOD DEBT BE INCREASED $27 MILLION, WITH A REPAYMENT COST OF UP TO $47.9 MILLION, AND SHALL THE CITY TAXES BE INCREASED BY UP TO $2.2 MILLION ANNUALLY FOR THE PURPOSE OF PROTECTING CRIME VICTIMS, POLICE OFFICERS AND THE COMMUNITY BY FINANCING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF LAND, IF NECESSARY, AND RELATED CAPITAL IMPROVEMENTS FOR USE AS A NEW ENGLEWOOD POLICE DEPARTMENT HEADQUARTERS BUILDING INCLUDING: -PROVIDING MODERN FACILITIES FOR OUR POLICE TO PRESERVE RECORDS AND DNA EVIDENCE FROM COLD CASE FILES TO MEET NATIONAL CERTIFICATION STANDARDS; -PROVIDING SUFFICIENT SECURED AREAS SO VICTIMS WHO GIVE THEIR STATEMENTS ABOUT A CRIME ARE NOT IN CLOSE PROXIMITY TO THOSE ARRESTED FOR COMMITTING THE CRIME; -REPLACING THE CURRENT POLICE STATION WITH A FACILITY THAT ALLOWS FOR MODERN INTERNET, MODERN COMPUTERS, LOCKER ROOMS AND TRAINING EQUIPMENT FOR UP-TO-DATE POLICING NEEDS; AND -PROVIDING ENGLEWOOD POLICE ADDITIONAL TOOLS, SUCH AS MORE HOLDING CELLS THAT THEY NEED TO MORE SAFELY HANDLE THOSE ARRESTED FOR SUSPECTED CRIMINAL ACTIVITY AND PROTECT THE PUBLIC SAFETY, ANO SECURED PARKING TO PROTECT OFFICERS AND THEIR FAMILIES; AND TO THE EXTENT FUNDS ARE AVAILABLE ADDRESSING OTHER SAFETY SERVICES NEEDS, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS WHICH SHALL BEAR INTEREST, MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED AT SUCH TIME, AT SUCH PRICE (AT ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT WITH THIS BALLOT ISSUE, AS THE CITY COUNCIL MAY DETERMINE; SHALL AD VALOREM PROPERTY TAXES BE LEVIED WITHOUT LIMIT AS TO THE MILL RATE TO GENERATE AN AMOUNT SUFFICIENT IN EACH YEAR TO PAY THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON SUCH DEBT AND SHALL ANY INVESTMENT EARNINGS FROM THE PROCEEDS OF SUCH BONDS CONSTITUTE A VOTER- APPROVED REVENUE CHANGE?; and WHEREAS, the Council has not previously issued any bonds pursuant to such voter authorization and has detennined that it is in the best interests of the City and its residents to issue additional general obligation bonds at this time for the purpose of financing the capital improvements authorized by the Ballot Issue; and WHEREAS, as provided in Section 104 of the Charter, the total outstanding general obligation indebtedness of the City, other than for water bonds, shall not at any time exceed three percent of the actual valuation of the taxable property within the City as shown by the last preceding assessment for tax purposes; and WHEREAS, following a request for proposals resulting in submissions from nine finns, the City selected and subsequently entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, of Denver, Colorado, for the negotiated sale of the Bonds; and WHEREAS, with the assistance of its financial advisor, PFM Financial Advisors LLC, the Council has determined that the negotiated sale of the Bonds in the coming months is to the best advantage of the City; and WHEREAS, the Council desires to authorize the issuance and sale of the Bonds and, as provided in the Supplemental Act, delegate authority to the Sale Delegate to make certain determinations regarding the Bonds to be set forth in the Sale Certificate in accordance with the provisions of this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. Definitions. The following tenns shall have the following meanings as used in this Ordinance: uBallot Issue• means Ballot Issue No. 2C approved by City voters at the election held on November 8, 2016 and set forth in the preambles hereto. uBond Account' means the account established by the provisions hereof for the purpose of recording moneys for which a separate tax levy is made, or legally available moneys are A-2 applied, to satisfy the obligations of the Bonds. The Bond Account shall be a subsidiary account of the appropriate fund or account of the City and separately accounted for by the City in accordance with the provisions hereof. "Bond Counsef means (a) as of the date of issuance of the Bonds, Kutak Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys selected by the City with nationally recognized expertise in the issuance of municipal bonds. "Bond Insurance Policy" means the municipal bond insurance policy issued by the Bond Insurer, if any, insuring the payment when due of the principal of and interest on the Bonds as provided therein. "Bond lnsuref means the entity, if any, designated in the Sale Certificate which is to issue the Bond Insurance Policy. "Bond Obligation" means, as of any date, the principal amount of the Bonds Outstanding as of such date. "Bond Purchase Agreemenr means the Bond Purchase Agreement, pursuant to which the City is to agree to sell and the Underwriter is to agree to purchase the Bonds at the prices and on the terms set forth therein. "Bonds" and "Series 2017 Bonds" means the Bonds authorized by the Section hereof titled "Authorization and Purpose of Bonds." "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business. "Chartef means the home rule Charter of the City. "City' means the City of Englewood, Colorado, and any successor thereto. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof, unless the context clearly requires otherwise. "Commitment' means that certain offer, if any, to issue the Bond Insurance Policy issued by the Bond Insurer. "Councif means the City Council of the City. "County" means Arapahoe County, Colorado. "C.R.S: means the Colorado Revised Statutes. "Dated Date" means the date of issuance and delivery of the Bonds or such other date as established in the Sale Certificate. "Defeasance Securities" means bills, certificates of indebtedness, notes, bonds or similar securities which are direct, non callable obligations of the United States of America or which are A-3 fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to the extent such investments are Permitted Investments. •ore-means The Depository Trust Company, New York, New York, and its successors in interest and assigns. uorc Blanket Letter of Representations" means the letter of representations from the City to OTC to induce OTC to act as securities depository for the Bonds. •Enabling Laws• means the State Constitution, the Charter, the Ballot Issue, the Supplemental Act and all other laws enabling the actions of the Council pursuant to this Ordinance. • Event of Defaulr means any of the events specified in the Section hereof titled •Events of Default." ulnterest Payment Date• means the semi-annual dates established in the Sale Certificate for the payment of interest on the Bonds. •official Statemenr means the final Official Statement relating to the Bonds. "Outstanding" means, as of any date, all Bonds issued and delivered by the City, except the following: (a) any Bond cancelled by the City or the Paying Agent, or otherwise on the City's behalf, at or before such date; (b) any Bond held by or on behalf of the City; (c) any Bond for the payment or the redemption of which moneys or Defeasance Securities sufficient to meet all of the payment requirements of the principal of, premium, if any, and interest on such Bond to the date of maturity or prior redemption thereof, shall have theretofore been deposited in trust for such purpose in accordance with the Section hereof titled ·oefeasance"; and (d) any lost, apparently destroyed, or wrongfully taken Bond in lieu of or in substitution for which another bond or other security shall have been executed and delivered. "Owner" means the Person or Persons in whose name or names a Bond is registered on the registration books maintained by the Paying Agent pursuant hereto. •Paying Agenr means UMB Bank, n.a., in Denver, Colorado, and its successors in interest or assigns approved by the City. •Paying Agent Agreemenr means an agreement between the City and the Paying Agent concerning the duties and obligations of the Paying Agent with respect to the Bonds. ·Permitted Investments" means any investment in which funds of the City may be invested under the Charter and the laws of the State at the time of such investmenl A-4 •Persona means a corporation, firm, other body corporate, partnership, association or individual and also includes an executor, administrator, trustee, receiver or other representative appointed according to law. "Preliminary Official Statemenr means the Preliminary Official Statement prepared in connection with the sale and issuance of the Bonds. "Principal Payment Date" means the annual date established in the Sale Certificate for the payment of the principal of the Bonds. "Projecr means any purpose for which proceeds of the Bonds may be expended under the Enabling Laws, including, but not limited to, the payment of costs of issuance of the Bonds. "Project Accounr means the account established by the provisions hereof for the purpose of paying the costs properly attributable to the Project. The Project Account shall be a subsidiary account of the appropriate fund or account of the City, and separately accounted for by the City in accordance with the provisions hereof. "Record Date" means, if the Interest Payment Date is on the first day of the month, the fifteenth day of the month immediately preceding the month (whether or not such day is a Business Day) in which such Interest Payment Date occurs and, if the Interest Payment Date is on the fifteenth day of the month, the f1rst day of the month (whether or not such day is a Business Day) in which such Interest Payment Date occurs . "Ordinance• means this Ordinance, including any amendments or supplements hereto. • Sale Certificate" means the certificate executed by the Sale Delegate under the authority delegated pursuant to this Ordinance, including but not limited to the Sections hereof tilled "Bond Details,• "Redemption of Bonds Prior to Maturity", "Approval of Related Documents" and "Bond Insurance Determination". • Sale Delegate• means the Director of Finance and Administrative Services of the City or, in the event such person is unavailable, the City Manager. • Supplemental Acr means Title 11 , Article 57, Part 2, C.R.S. "State· means the State of Colorado. "Tax Letter of Instructions· means the Tax Letter of Instructions, dated the date on which the Bonds are originally issued and delivered to the City by Bond Counsel, as such instructions may be superseded or amended in accordance with their terms . "Underwriter' means Stifel, Nicolaus & Company, Incorporated, of Denver, Colorado . Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with the Enabling Laws, the City hereby authorizes, and directs that there shall be issued, the "City of Englewood, Colorado, General Obligation Bonds, Series 2017• for the purpose of providing funds for the Project. Section 3. Bond Details. (a) Registered Form, Denominations, Dated Date and Numbering. The Bonds shall be issued in fully registered form, shall be dated as of the Dated Date, and shall be registered in the names of the Persons Identified in the registration books maintained by the Paying Agent pursuant hereto. The Bonds shall be issued in denominations of $5,000 in principal amount or any integral multiple thereof. The Bonds shall be consecutively numbered, beginning with the number one, preceded by the letter NR." (b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall mature on the Principal Payment Date of the years and in the principal amounts, and shall bear interest at the rates per annum {calculated based on a 360-day year of twelve 30- day months) set forth in the Sale Certificate. The Council hereby delegates to the Sale Delegate the authority to determine the aggregate principal of the Bonds (provided that the aggregate principal amount of the Bonds shall not exceed $27,000,000), the Dated Date, the Interest Payment Date, the Principal Payment Date, the price at which the Bonds will be sold, the principal amount of Bonds maturing in any particular year and the rate of interest on the Bonds (provided that the net effective interest rate on the Bonds shall not exceed 5.0% per annum). The final maturity date for the Bonds shall be no later than twenty (20) years from the Dated Date. (c) Accrual and Dates of Payment of Interest. Interest on the Bonds shall accrue at the rates set forth in the Sale Certificate from the later of the Dated Date or the latest Interest Payment Date (or in the case of defaulted interest, the latest date) to which interest has been paid in full and shall be payable on each Interest Payment Date. (d) Manner and Form of Payment. Principal of each Bond shall be payable to the Owner thereof upon presentation and surrender of such Bond at the principal office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof titled "Definitions" or at such other office of the Paying Agent designated by the Paying Agent for such purpose. Interest on each Bond shall be payable by check or draft of the Paying Agent mailed on each Interest Payment Date to the Owner thereof as of the close of business on the corresponding Record Date; provided that interest payable to any Owner may be paid by any other means agreed to by such Owner and the Paying Agent that does not require the City to make moneys available to the Paying Agent earlier than otherwise required hereunder or increase the costs borne by the City hereunder. All payments of the principal of and interest on the Bonds shall be made in lawful money of the United States of America. (e) Book-Entry Registration. Notwithstanding any other provision hereof, the Bonds shall be delivered only in book entry form registered in the name of Cede & Co., as nominee of DTC, acting as securities depository of the Bonds and principal of and interest on the Bonds shall be paid by wire transfer to DTC; provided, however, if at any time the Paying Agent determines, and notifies the City of its determination, that OTC is no longer able to act as, or is no longer satisfactorily performing its duties as, securities depository for the Bonds, the Paying Agent may, at its discretion, either (i) designate a substitute securities depository for OTC and reregister the Bonds as directed by such substitute securities depository; or (ii) terminate the book entry registration system and reregister the Bonds in the names of the beneficial owners thereof provided to it by OTC. Neither the City nor the Paying Agent shall have any liability to DTC, Cede & Co., any substitute A-6 securities depository, any Person in whose name the Bonds are reregistered at the direction of any substitute securities depository, any beneficial owner of the Bonds or any other Person for (A) any determination made by the Paying Agent pursuant to the proviso at the end of the immediately preceding sentence or (8) any action taken to implement such determination and the procedures related thereto that is taken pursuant to any direction of or in reliance on any information provided by OTC, Cede & Co., any substitute securities depository or any Person in whose name the Bonds are reregistered. Section .4. Redemption of Bonds Prior to Maturity. (a) Optional Redemption. The Bonds shall be subject to redemption at the option of the City, In whole or in part, and if in part in such order of maturities as the City shall determine and by lot within a maturity on such dates as set forth in the Sale Certificate. The Council hereby delegates to the Sale Delegate the authority to determine the dates on which the Bonds shall be subject to optional redemption and the redemption price or prices at which such redemption may be made. (b) Mandatory Sinking Fund Redemption. All or any principal amount of the Bonds may be subject to mandatory sinking fund redemption by lot on the Principal Payment Date of the years and in the principal amounts specified in the Sale Certificate, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date. The Council hereby delegates to the Sale Delegate the authority to determine the principal amounts and dates on which the Bonds shall be subject to mandatory sinking fund redemption. (c) Redemption Procedures. Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the City by sending a copy of such notice by electronic means to DTC or its successors, or by first class, postage prepaid mail, not less than thirty days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any 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 in accordance with this Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled. Section 5. Security for the Bonds. (a) General Obligations. The Bonds shall be general obligations of the City and the full faith and credit of the City are pledged for the punctual payment of the principal of and interest on the Bonds. The Bonds shall not constitute a debt or indebtedness of the County, the State or any political subdivision of the State other than the City. (b) Levy of AdValorem Taxes. For the purpose of paying the principal of and interest on the Bonds when due, respectively, the Council shall annually determine and certify to the Board of County Commissioners of the County, a rate of levy for general ad valorem taxes, without limitation as to rate or amount, on all of the taxable property in the City, sufficient to pay the principal of and Interest on the Bonds when due, respectively, whether at maturity or upon earlier redemption. (c) Application of Proceeds of Ad Valorem Taxes. The general ad valorem taxes levied pursuant to subsection (b} of this Section, when collected, shall be deposited in the Bond Account and shall be applied solely to the payment of the principal of and interest on the Bonds and for no other purpose until the Bonds, including principal and interest, are fully paid, satisfied and discharged. (d) Appropriation and Budgeting of Proceeds of Ad Valorem Taxes. Moneys received from the general ad valorem taxes levied pursuant to subsection (b) of this Section in an amount sufficient to pay the principal of and interest on the Bonds when due, respectively, are hereby appropriated for that purpose, and all amounts required to pay the principal of and interest on the Bonds due, respectively, in each year shall be included in the annual budget and appropriation ordinance to be adopted and passed by the Council for such year. (e) Use or Advance of Other Legally Available Moneys. Nothing herein shall be interpreted to prohibit or limit the ability of the City to use legally available moneys to pay all or any portion of the principal of or interest on the Bonds. If and to the extent such other legally available moneys are used to pay the principal of or interest on the Bonds, the City may, but shall not be required to, (i) reduce the amount of taxes levied for such purpose pursuant to subsection {b) of this Section or (Ii) use proceeds of taxes levied pursuant to subsection (b) of this Section to reimburse the fund or account from which such other legally available moneys are withdrawn for the amount withdrawn from such fund or account to pay the principal of or interest on the Bonds. If the City selects alternative (ii) in the immediately preceding sentence, the taxes levied pursuant to subsection (b) of this Section shall include amounts sufficient to fund the reimbursement. (f} Certification to County Commissioners. It is hereby declared that, if the City does not otherwise determine and certify to the Board of County Commissioners of the County a rate of levy for general ad valorem property taxes as required by subsection (b) of this Section, the foregoing provisions of this Section shall constitute a certificate from the Council to the Board of County Commissioners of the County showing the aggregate amount of ad valorem taxes to be levied by the Board of County Commissioners of the County from time to time, as required by law, for the purpose of paying the principal of and interest on the Bonds when due. {g) Deposit of Moneys to Pay Bonds with, and Payment of Bonds by Paying Agent. No later than three Business Days immediately preceding each date on which a payment of principal of or interest on the Bonds is due, the City, from moneys in the Bond Account, shall deposit moneys with the Paying Agent in an amount sufficient to pay the principal of and interest on the Bonds due on such date. The Paying Agent shall use the moneys so deposited with it to pay the principal of and interest on the Bonds when due. Section 6. Form of Bonds. The Bonds shall be in substantially the form set forth in Appendix A hereto with such changes thereto, not inconsistent herewith, as may be necessary or desirable and approved by the officials of the City executing the same (whose manual or facsimile signatures thereon shall constitute conclusive evidence of such approval). All covenants , A-8 statements, representations and agreements contained in the Bonds are hereby approved and adopted as the covenants, statements, representations and agreements of the City. Although attached as appendices for the convenience of the reader, Appendix A is an integral part of this Ordinance and are incorporated herein as if set forth in full in the body of this Ordinance. Section 7. Execution of Bonda. The Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signature of the Mayor, shaU bear a manual or facsimile of the seal of the City and shall be attested by the manual or facsimile signature of the City Cieri< or Acting City Clerk, all of whom are hereby authorized and directed to prepare and execute the Bonds in accordance with the requirements hereof. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of any Bond, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. When the Bonds have been duly executed, the officers of the City are authorized to, and shall, deliver the Bonds to the Paying Agent for authentication. No Bond shall be secured by or titled to the benefit of this Ordinance, or shall be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent has been manually executed by an authorized signatory of the Paying Agent. The executed certificate of authentication of the Paying Agent upon any Bond shall be conclusive evidence, and the only competent evidence, that such Bond has been properly authenticated and delivered hereunder. Section 8. Registration of Bonds in Registration Books Maintained by Paying Agent The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds shall be recorded. The person in whose name any Bond shall be registered on such registration book shall be deemed to be the absolute owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the City nor the Paying Agent shall be affected by any notice or other lnfonnation to the contrary. Section 9. Transfer and Exchange of Bonds. The Bonds may be transferred or exchanged at the principal office of the Paying Agent in the city Identified in the definition of Paying Agent in the Section hereof titled "Definitions• or at such other office of the Paying Agent designated by the Paying Agent for such purpose for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate, upon payment by the transferee of a reasonable transfer fee established by the Paying Agent, together with any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of printing bonds in connection therewith. Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his or her attorney duly authorized in writing, the City shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee a new Bond. Notwithstanding any other provision hereof, the Paying Agent shall not be required to transfer any Bond (i) which is scheduled to be redeemed in whole or in part between the Business Day immediately preceding the mailing of the notice of redemption and the redemption date or (ii) between the Record Date for any Interest Payment Date and such Interest Payment Date. Section 1 O. Replacement of Lost, Destroyed or Stolen Bonds. If any Bond shall become lost, apparently destroyed, stolen or wrongfully taken, it may be replaced in the form and tenor of the lost, destroyed, stolen or taken Bond and the City shall execute and the Paying Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the satisfaction of the Paying Agent: (a) proof of ownership (which shall be shown by the registration books of the Paying Agent), (b) proof of toss, destruction or theft, (c) an indemnity to the City and the Paying Agent with respect to the Bond lost, destroyed or taken, and (d) payment of the cost of preparing and executing the new Bond. A-9 Section 11. Creation of Accounts; Initial Credits to Accounts. (a) Creation of Accounts. There is hereby established the Bond Account and the Project Account. The foregoing accounts shall be maintained by the City in accordance with the provisions of this Ordinance. (b) /nit/al Credits to Accounts. Upon payment to the City of the purchase price of the Bonds in accordance with the Bond Purchase Agreement, the Bonds shall be delivered to, or as directed by, the Underwriter and the proceeds received by the City from the sale of the Bonds shall be applied as a supplemental appropriation by the City, as follows: to the Bond Account, the accrued interest on the Bonds from the Dated Date thereof to the date of issuance, if any; and to the Project Account, the remaining proceeds of the Bonds. (c) Project Account. All moneys deposited in the Project Account shall be applied solely to the payment of the costs of the Project. Upon the determination of the City Manager that all costs of the Project have been paid or are determinable, any balance remaining in the Project Account (less any amounts necessary to pay the costs Project not then due and owing) shall be transferred to the Bond Account. Section 12. Investments. Proceeds of the Bonds delivered to the City pursuant to the Section hereof titled "Creation of Accounts; Initial Credits to Accounts," moneys on deposit in the Bond Account and any moneys held by the Paying Agent with respect to the Bonds shall be invested in Permitted Investments, provided that the investment of such moneys shall be subject to any applicable restrictions set forth in the Tax Letter of Instructions and in the "Tax Compliance Certificate" or similar certificate delivered by the City in connection with the issuance of the Bonds that describes the City's expectations regarding the use and investment of proceeds of the Bonds and other moneys and the use of the Project. Section 13. Various Findings, Determinations, Declarations and Covenants. The Council, having been fully informed of and having considered all the pertinent facts and circumstances, hereby finds, determines, declares and covenants with the Owners of the Bonds that: (a) voter approval of the Ballot Issue was duly obtained in accordance with all applicable provisions of law: (b) the negotiated sale of the Bonds to the Underwriter is to the best advantage to the City; (c) the issuance of the Bonds will not cause the City to exceed its debt limit under applicable Enabling Laws; (d) the OTC Blanket Letter of Representations previously entered into with OTC will govern the book entry registration system for the Bonds; and (e) the issuance of the Bonds and all procedures undertaken incident thereto are in full compliance and conformity with all applicable requirements, provisions and limitations prescribed by the Enabling Laws, and all conditions and limitations of the Enabling Laws relating to the issuance of the Bonds have been satisfied. Section 14. Federal Income Tax Covenants. For purposes of ensuring that the interest on the Bonds is and remains excluded from gross income for federal income tax purposes, the City hereby covenants that: (a) Prohibited Actions. The City will not use or permit the use of any proceeds of the Bonds or any other funds of the City from whatever source derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit to be taken any other action or actions, which would cause any Bond to be an "arbitrage bond• within the meaning of Section 148 of the Code, or would otherwise cause the interest on any Bond to be includible in gross income for federal income tax purposes. (b) Affirmative Actions. The City will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the City on the Bonds shall not be includible in gross income for federal income tax purposes under the Code or any other valid provision of law. In particular, but without limitation, the City represents, warrants and covenants to comply with the following rules unless it receives an opinion of Bond Counsel stating that such compliance is not necessary: (i) gross proceeds of the Bonds and the Project will not be used in a manner that will cause the Bonds to be considered "private activity bonds" within the meaning of the Code; (ii) the Bonds are not and will not become directly or indirectly "federally guaranteed"; and (iii) the City will timely file an Internal Revenue Service Form B038-G with respect to the Bonds, which shall contain the information required to be filed pursuant to Section 149(e) of the Code. (c) Tax Letter of Instructions. The City will comply with the Tax Letter of Instructions delivered to it on the date of issuance of the Bonds, including but not limited by the provisions of the Tax Letter of Instructions regarding the application and investment of Bond proceeds, the use of the Project, the calculations, the deposits, the disbursements, the investments and the retention of records described in the Tax Letter of Instructions; provided that, in the event the Tax Letter of Instructions are superseded or amended by new Tax Letter of Instructions drafted by, and accompanied by an opinion of, Bond Counsel stating that the use of the new Tax Letter of Instructions will not cause the interest on the Bonds to become includible in gross income for federal income tax purposes, the City will thereafter comply with the new Tax Letter of Instructions. Section 15. Defeasance. Any Bond shall not be deemed to be Outstanding hereunder if it shall have been paid and cancelled or if Defeasance Securities shall have been deposited in trust for the payment thereof (whether upon or prior to the maturity of such Bond, but if such Bond is to be paid prior to maturity, the City shall have given the Paying Agent irrevocable directions to give notice of redemption as required by this Ordinance, or such notice shall have been given in accordance with this Ordinance). In computing the amount of the deposit described above, the City may include the maturing principal of and interest to be earned on the Defeasance Securities. If less than all the Bonds are to be defeased pursuant to this Section, the City, in its sole discretion, may select which of the Bonds shall be defeased. Notwithstanding anything herein to the contrary, in the event that the Bond Insurance Policy is issued and principal and/or interest due on the Bonds is paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and all covenants. agreements and other obligations of the City to the Owners shall continue to exist and shall run A-11 to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such Owners. Section 16. Events of Default. Each of the following events constitutes an Event of Default: (a) Nonpayment of Principal or Interest. Failure to make any payment of principal of or interest on the Bonds when due. (b) Breach or Nonperformance of Duties. Breach by the City of any material covenant set forth herein or failure by the City to perform any material duty imposed on it hereunder and continuation of such breach or failure for a period of sixty days after receipt by the City Attorney of written notice thereof from the Paying Agent or from the Owners of at least 1 Oo/a of the aggregate amount of the Bond Obligation, provided that such sixty-day period shall be extended so long as the City has commenced and continues a good faith effort to remedy such breach or failure. (c) Bankruptcy or Receivership. An order of decree by a court of competent jurisdiction declaring the City bankrupt under federal bankruptcy law or appointing a receiver of all or any material portion of the City's assets or revenues is entered with the consent or acquiescence of the City or is entered without the consent or acquiescence of the City but is not vacated, discharged or stayed within thirty days after it is entered. Section 17. Remedies for Events of Default (a) Remedies. Upon the occurrence and continuance of any Event of Default. the Owners of not less than 25% of the aggregate amount of the Bond Obligation, including, without limitation, a trustee or trustees therefor may proceed against the City to protect and to enforce the rights of the any Owners under this Ordinance by mandamus, injunction or by other suit, action or special proceedings in equity or at law, in any court of competent jurisdiction: (i) for the payment of interest on any installment of principal of any Bond that was not paid when due at the interest rate borne by such Bond; (ii) for the specific performance of any covenant contained herein; (iii) to enjoin any act that may be unlawful or in violation of any right of any Owner of any Bond; (iv) for any other proper legal or equitable remedy; or (v) any combination of such remedies or as otherwise may be authorized by applicable law; provided, however, that acceleration of any amount not yet due on the Bonds according to their terms shall not be an available remedy. All such proceedings at law or in equity shall be instituted , had and maintained for the equal benefit of all Owners of Bonds then Outstanding. (b) Failure To Pursue Remedies Not a Release; Rights Cumulative. The failure of any Owner of any Outstanding Bond to proceed in accordance with subsection (a) of this Section shall not relieve the City of any liability for failure to perform or carry out its duties under this Ordinance. Each right or privilege of any such Owner (or trustee therefor) is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not be deemed a waiver of any other right or privilege of such Owner. (c) Bond Insurer Third-Party Beneficiary; Right To Control Remedies. In the event that the Bond Insurance Policy Is issued and to the extent that this Ordinance confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by A-12 reason of this Ordinance, the Bond Insurer is hereby expliciUy recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Upon the occurrence and continuance of an Event of Default, so long as it is not in default of its obligations under the Bond Insurance Policy, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the owners under this Ordinance and pursuant to State law. Section 18, Amendment of Ordinance. (a) Amendments Permitted Without Notice to or Consent of Owners. The City may, without the consent of or notice to the Owners of the Bonds, adopt one or more ordinances amending or supplementing this Ordinance (which ordinances shall thereafter become a part hereof) for any one or more or all of the following purposes: (i} to cure any ambiguity or to cure, correct or supplement any defect or inconsistent provision of this Ordinance; (ii) to subject to this Ordinance or pledge to the payment of the Bonds additional revenues, properties or collateral; (iii) to institute or terminate a book entry registration system for the Bonds or to facilitate the designation of a substitute securities depository with respect to such a system; (iv) to maintain the then existing or to secure a higher rating of the Bonds by any nationally recognized securities rating agency; or (v) to make any other change that does not materially adversely affect the Owners of the Bonds. (b) Amendments Requiring Notice to and Consent of Owners. Except for amendments permitted by subsection (a) of this Section, this Ordinance may only be amended (i) by a ordinance of the City amending or supplementing this Ordinance (which, after the consents required therefor, shall become a part hereof); and (ii) with the written consent of the Owners of at least 66-2/3% of the Bond Obligation; provided that any amendment that makes any of the following changes with respect to any Bond shall not be effective without the written consent of the Owner of such Bond: (A) a change in the maturity of such Bond; (B) a reduction of the interest rate on such Bond; (C) a change in the terms of redemption of such Bond; (D) a delay in the payment of principal of or interest on such Bond; (E) a reduction of the Bond Obligation the consent of the Owners of which is required for an amendment to this Ordinance; or (F) the establishment of a priority or preference for the payment of any amount due with respect to any other Bond over such Bond. (c) Procedure for Notifying and Obtaining Consent of Owners. Whenever the consent of an Owner or owners of Bonds is required under subsection (b) of this Section, the City shall mail a notice to such Owner or Owners at their addresses as set forth in the registration books maintained by the Paying Agent and to the Underwriter, which notice shall briefly describe the proposed amendment and state that a copy of the amendment is on file in the office of the City for inspection. Any consent of any Owner of any Bond obtained with respect to an amendment shall be In writing and shall be final and not subject to withdrawal, rescission or modification for a period of sixty days after it is delivered to the City unless another time period is stated for such purpose in the notice malled pursuant to this subsection. (d) Consent of the Bond Insurer In Addition to Consent of Owners. In the event that the Bond Insurance Policy is issued, the Bond Insurer's consent shall be required in addition to the consent of Owners, when required, for the following purposes: (i) execution and delivery of any supplemental Ordinance or any amendment, supplement or change to or modification of this Ordinance; (ii) removal of the Paying Agent and selection and appointment of a successor; and (iii) initiation or approval of any action not described in clause (i) or (ii) above which requires the consent of Owners. Section 19. Appointment and Duties of Paying Agent. The Paying Agent identified in the Section hereof titled •Definitions" is hereby appointed as paying agent. registrar and authenticating agent for the Bonds unless and until the City removes it as such and appoints a successor Paying Agent, in which event such successor shall automatically succeed to the duties of the Paying Agent hereunder and its predecessor shall immediately tum over all its records regarding the Bonds to such successor. The Paying Agent shall agree to perform all duties and to take all actions assigned to it hereunder in accordance with the terms hereof. Section 20. Approval of Related Documents. The Council hereby ratifies and approves the distribution and use in connection with the offering of the Bonds of the Preliminary Official Statement relating to the Bonds; authorizes and directs the preparation of, and authorizes and directs the execution by the Mayor of an Official Statement for use in connection with the sale of the Bonds in substantially the form of the Preliminary Official Statement, with such changes therein, if any, not inconsistent herewith, as are approved by the Mayor (whose signature thereon shall constitute conclusive evidence of such approval); and for a period of one hundred eighty days following the adoption of this Ordinance, the Sale Delegate is authorized to execute the Commitment, if any, the Sale Certificate and the Bond Purchase Agreement. The appropriate officers and officials of the City are hereby authorized and directed to execute an undertaking to facilitate compliance with Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12), the Paying Agent Agreement, a "Tax Compliance Certificate" or similar certificate describing the City's expectations regarding the use and investment of proceeds of the Bonds and other moneys and the use of the Project, an Internal Revenue Service Form 8038-G with respect to the Bonds and all other documents and certificates necessary or desirable to effectuate the issuance or administration of the Bonds, the investment of proceeds of the Bonds and the transactions contemplated hereby. Section 21. Bond Insurance Determination. The Council hereby delegates to the Sale Delegate the authority to determine whether or not the Bonds will be secured by the Bond Insurance Policy and the terms of any agreement with the Bond Insurer if a Commitment is accepted regarding the Bonds. Such determination shall be made by the Sale Delegate on a basis of whether or not an interest cost savings can be realized by the City through the issuance of the Bond Insurance Policy when compared to the premf um to be paid to the Bond Insurer for the issuance of the Bond Insurance Policy. Section 22. Events Occurring on Days That Are Not Business Days. Except as otherwise specifically provided herein with respect to a particular payment, event or action, if any payment to be made hereunder or any event or action to occur hereunder which, but for this Section, is to be made or is to occur on a day that is not a Business Day, such payment, event or action shall instead be made or occur on the next succeeding day that is a Business Day with the A-14 same effect as if it was made or occurred on the date on which it was originally scheduled to be made or occur. Section 23. Supplemental Public Securities Act (a) Application of Act Pursuant to Section 11-57-204, C.R.S., the City hereby elects to apply all of the provisions of the Supplemental Act to the issuance of the Bonds. (b) Limitation of Actions. In accordance with Section 11-57-212, C.R.S., no legal or equitable action can be brought with respect to any legislative acts er proceedings in connection with the authorization or issuance of the Bonds more than thirty days after the date of adoption of this Ordinance. (c) Recourse against Officers and Agents. Pursuant to Section 11-57-209, C.R.S., if a member of the Council, or any officer or agent of the City acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal of or interest on the Bonds. Such recourse shall not be available either directly or indirectly through the Council or the City, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling the Bonds specifically waives any such recourse. Section 24. Ordinance is Contract with Owners of Bonds and lrrepealable. After the Bonds have been issued, this Ordinance shall be and remain a contract between the City and the Owners of the Bonds and shall be and remain irrepealable until all amounts due with respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the City with respect to the Bonds shall have been satisfied in the manner provided herein. Section 25. Headings. The headings to the various sections and subsections to this Ordinance have been inserted solely for the convenience of the reader, are not a part of this Ordinance and shall not be used in any manner to interpret this Ordinance. Section 26. Severability. It is hereby expressly declared that all provisions hereof and their application are intended to be and are severable. In order to implement such intent, if any provision hereof or the application thereof is determined by a court or administrative body to be invalid or unenforceable, In whole or in part, such determination shall not affect, impair or invalidate any other provision hereof or the application of the provision in question to any other situation; and if any provision hereof or the application thereof is determined by a court or administrative body to be valid or enforceable only if its application is limited, its application shall be limited as required to most fully implement its purpose. Section 27. Repeal of Inconsistent Ordinances, Resolutions, Bylaws, Rules and Orders. All ordinances, resolutions, bylaws, rules and orders, or parts thereof, that are inconsistent with or in conflict with this Ordinance, are hereby repealed to the extent of such inconsistency or conflict. Section 28. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Ordinance or the Enabling Laws) by the Council or by the officers and employees of the City directed toward the issuance of the Bonds for the purposes herein set forth are hereby ratified, approved and confirmed. A-15 Section 29. Effective Date. This Ordinance shall become effective thirty days after publication following final passage. Introduced, read in full, and passed on first reading on the 17th day of April, 2017. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 20th day of April, 2017. Published as a Bill for an Ordinance on the City's official website beginning on the 19th day of April, 2017 for thirty (30) days. Read by Title and passed on final reading on the 1st day of May, 2017. Published by Title in the City's official newspaper as Ordinance No 30, Series of 2017, on the 4th day of May, 2017. Published by tiUe on the City's official website beginning on the 3rd day of May, 2017 for thirty (30) days. This Ordinance shall take effect thirty (30) d ATTEST: I, Stephanie Carlile, Acting City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by Trtle as Ordinance No. 30, Series of 2017. A-16 No.R Interest Rate REGISTERED OWNER: PRINCIPAL SUM: APPENDIX A FORM OF BOND UNITED STATES OF AMERICA STATE OF COLORADO CITY OF ENGLEWOOD 1 COLORADO GENERAL OBLIGATION BOND SERIES 2017 Maturity Date Original Dated Date Cede&Co. Tax Identification Number: 13-2555119 **DOLLARS** $. ___ _ CUSIP 293065_ The City of Englewood, Colorado, a duly organized and validly existing home-rule municipality of the State of Colorado; for value received, hereby promises to pay to the order of the registered owner named above, or registered assigns, the principal sum staled above on the maturity date stated above, with interest on such principal sum from the original dated date stated above at the interest rate per annum stated above (calculated based on a 360-day year of twelve 30-day months), payable on ____ and ____ of each year, commencing ____ . Capitalized terms used but not defined in this bond shall have the meaning assigned to them in the Ordinance of the City authorizing the issuance of the Bonds. The principal of and interest on this bond Is payable to the registered owner hereof upon presentation and surrender of this bond at the principal operations office of UMB Bank, n.a., as paying agent, in Denver, Colorado, or at such other office of the Paying Agent designated by the Paying Agent for such purpose. Interest on this bond is payable by check or draft of the Paying Agent mailed on the Interest Payment Date to the registered owner hereof as of the [fifteenth day of the month immediately preceding] [first day of] the month (whether or not such day is a Business Day) in which the Interest Payment Date occurs; provided that, interest payable to the registered owner of this bond may be paid by any other means agreed to by such registered owner and the Paying Agent that does not require the City to make moneys available to the Paying Agent earlier than otherwise required under the Ordinance or increase the costs borne by the City under the Ordinance; provided further, that, so long as Cede & Co. is the registered owner of this bond, the principal of and interest on this bond shall be paid by wire transfer to Cede & Co. Any payment of principal of or interest on this bond that is due on a day that is not a Business Day shall be made on the next succeeding day that is a Business Day with the same effect as if made on the day on which it was originally scheduled to be made. All payments of principal of and interest on this bond shall be made in lawful money of the United States of America. This bond is part of an issue of general obligation bonds of the City designated the City of Englewood, Colorado, General Obligation Bonds, Series 2017, issued in the principal amount of $. ____ (the "Bonds·). The Bonds have been issued pursuant to, under the authority of, and in full conformity with, the Charter, the Constitution and the laws of the State, including, in particular, Part 2 of Article 57 of Title 11, Colorado Revised Statutes (collectively, the "Supplemental Act"); pursuant to authorization by a majority of the registered electors of the City voting in an election duly called and held on November 8, 2016; and pursuant to a ordinance adopted by the City Council of the City. THE ORDINANCE CONSTITUTES THE CONTRACT BETWEEN THE REGISTERED OWNER OF THIS BOND AND THE CITY. THIS BOND IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE ORDINANCE, WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND. The Bonds have been issued by the City for the purpose of providing funds for the Project described in the Ordinance. The Bonds are general obligations of the City and the full faith and credit of the City are pledged for the punctual payment of the principal of and interest on the Bonds. For the purpose of paying the principal of and interest on the Bonds when due, respectively, the Council in the Ordinance has covenanted annually, to the extent legally available moneys are not otherwise applied, to determine and certify to the Board of County Commissioners of Arapahoe County, a rate of levy for general ad valorem taxes on all of the taxable property in the City, without limit as to the mill rate to generate an amount sufficient in each year to pay the principal of and interest on the Bonds when due, respectively. [fhe redemption provisions from Section 4 of the Ordinance and the Sale Certificate shall be set forth herein.] Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the City by sending a copy of such notice by electronic means to OTC or its successors, or by first class, postage prepaid mail, not less than thirty days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any 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 in accordance with the Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled. The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds shall be recorded. The person in whose name this bond shall be registered on such registration books shall be deemed to be the absolute owner hereof for all purposes , whether or not payment on this bond shall be overdue, and neither the City nor the Paying Agent shall be affected by any notice or other information to the contrary. This bond may be transferred or exchanged at the principal office of the Paying Agent in Denver, Colorado, or at such other office of the Paying Agent designated by the Paying Agent for such purpose for a like aggregate principal amount of Bonds of other authorized denominations ($5,000 or any integral multiple thereof) of the same maturity and interest rate, upon payment by the transferee of a reasonable transfer fee established by the Paying Agent, together with any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of printing bonds in connection therewith. Upon surrender for transfer of any Bond duly A-18 ndorsed for transfer or accompanied by an assignment duly executed by the Owner or his or her attorney duly authorized in writing, the City shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee a new Bond. Notwithstanding any other provision of the Ordinance, the Paying Agent shall not be required to transfer any Bond (a} which is scheduled to be redeemed in whole or in part between the Business Day immediately preceding the mailing of the notice of redemption and the redemption date; or (b) between the Record Date for any Interest Payment Date and such Interest Payment Date. The Ordinance may be amended or supplemented from time to time with or without the consent of the registered owners of the Bonds as provided in the Ordinance. It is hereby certified that all conditions, acts and things required by the Charter, the Constitution and laws of the State, including the Supplemental Act, and the ordinances of the City, to exist, to happen and to be performed, precedent to and in the issuance of this bond, exist, have happened and have been performed, and that neither this bond nor the other bonds of the issue of which this bond ls a part exceed any limitations prescribed by the Enabling Laws or the ordinances of the City. This bond shall not be entitled to any benefit under the Ordinance, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon. IN WITNESS WHEREOF, the City Council of the City has caused this bond to be executed with the signature of its Mayor and attested by the signature of its Acting City Clerk, and has caused the seal of the City to be impressed or imprinted hereon, all as of the date set forth below. [CITY SEAL] Attest: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the issue described in the within mentioned Ordinance. Dated: _________ _ A -19 MB BANK, N.A., as Paying Agent By_~~~----------Authorized Signatory STATEMENT OF INSURANCE [Statement of bond insurance required by the Commitment, if any.] APPROVING LEGAL OPINION Set forth below is a true copy of the approving legal opinion of Kutak Rock LLP, delivered on the date on which the Bonds were originally issued: [The form of legal opinion of Bond Counsel shall be set forth here.] I, the undersigned Acting City Clerk of the City of Englewood, Colorado, do hereby certify that the foregoing approving opinion of Kutak Rock LLP, Denver, C ado, is true and complete copy of a manually executed and dated copy thereof on file in tA&-omcial o s of the City. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite name and address of Transferee) (Tax Identification or Social Security No.) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _________ _ A-20 Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership In one of the major stock exchanges. NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular. without alteration or enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED A-21