HomeMy WebLinkAbout2013 Ordinance No. 030/
• ORDINANCE NO. MJ
SERIES OF 2013
BY AUTHORITY
COUNCIL BILL NO. 27
INTRODUCED BY COUNCIL
MEMBER WOODWARD
AN EMERGENCY ORDINANCE OF THE CITY OF ENGLEWOOD, COLORADO, ACTING
BY AND THROUGH ITS GOLF COURSE ENTERPRISE, AUTHORIZING THE ISSUANCE
OF GOLF COURSE ENTERPRISE REVENUE REFUNDING BONDS, SERIES 2013, FOR
THE PURPOSE OF REFUNDING THE CITY'S GOLF COURSE ENTERPRISE REVENUE
REFUNDING BONDS, SERIES 2003; PRESCRIBING THE FORM OF THE BONDS;
PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE OPERATION OF THE
GOLF COURSE FACILITIES; AND PROVIDING OTHER DETAILS AND APPROVING
DOCUMENTS IN CONNECTION WITH 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, the City has heretofore established, operated and maintained, through its
• Golf Course Enterprise, the Englewood Municipal Golf Course; and
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WHEREAS, the Golf Course Enterprise, initially established pursuant to Ordinance No.
57, Series of 1993 of the City, constitutes a government owned business which is authorized to
issue its own revenue bonds and which receives under 10% of annual revenue in grants from all
Colorado state and local governments combined, and it is hereby determined that the Golf
Course Enterprise is an enterprise within the meaning of Article X, Section 20 of the Colorado
Constitution; and
WHEREAS, City, acting by and throug..11 its Golf Course Enterprise, has duly authorized,
sold, issued and delivered its Golf Course Revenue Refunding Bonds, Series 2003 in the original
principal amount of $2,935,000, of which $2,515,000 in aggregate principal amount is currently
outstanding; and
WHEREAS, the Series 2003 Bonds are subject to prior redemption on December 1, 2013,
and on any interest payment date thereafter, at a price of par plus accrued interest to the date of
redemption; and
WHEREAS, the principal of and interest on the Series 2003 Bonds are payable at UMB
Bank, n.a. (as successor to The Bank of Cherry Creek, a Branch of Western National Bank) as
paying agent; and
WHEREAS, pursuant to Section 106 of the Charter the City may issue refunding bonds
by ordinance, without an election, for the purpose of paying outstanding bonds of the City; and
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WHEREAS, Stifel, Nicolaus & Company, Incorporated has presented a proposal to the
City to refund the Series 2003 Bonds on a current basis through the issuance of Golf Course
Enterprise Revenue Refunding Bonds, Series 2013, and the Council has determined that the
negotiated sale of the Bonds to said company is to the best advantage of the City; and
WHEREAS, the net proceeds derived from the sale of the Bonds, together with other
legally available funds of the City, will be immediately applied to the payment of the Refunded
Bonds on the Redemption Date or irrevocably deposited with the Bank and placed into a special
fund and trust account for the purpose only of paying the principal of and interest due and
payable on the Refunded Bonds on the Redemption Date; and
WHEREAS, the Series 2003 Bonds will be defeased upon the issuance of the Bonds and,
on the date of issuance of the Bonds, no other bonds or financial obligations will have a first lien
on the Net Revenue of the Golf Course Facilities; and
WHEREAS, the Council desires to authorize the issuance and sale of the Bonds and, as
provided in Title 11, Article 57, Part 2, C.R.S., delegate the auth01ity to the Sale Delegate to
determine the Dated Date, interest rates and ammal maturities for the Bonds, as well as the dates
on which the Bonds may be redeemed and the existence of any capitalized interest, in accordance
with the provisions of this Ordinance; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD,
COLORADO:
Section 1. Definitions . As used herein, the following capitalized terms shall have the
respective meanings set forth below, unless the context indicates otherwise.
"Ban~' means UMB Bank, n .a.
"Beneficial Owner" means any person for which a Participant acquires an interest in the
Bonds.
"Bond Account" means the "Golf Course Enterprise 2013 Bond Account," established by
the provisions hereof for the purpose of paying the principal of, premium if any, and interest on
the Bonds, including the Interest Subaccount and the Principal Subaccount.
"Bond Counsel" 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 Purchase Agreement" means the agreement between the City and the Purchaser
concerning the purchase of the Bonds by the Purchaser and the delivery of the Bonds by the City.
"Bond Registrar" means the Bank, or its successor, which shall perform the function of
registrar with respect to the Bonds.
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"Bonds" means the Golf Course Enterprise Revenue Refunding Bonds, Series 2013, •
authorized by this Ordinal}ce.
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"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.
"Capital Improvements" means the acquisition of land, easements, facilities and
equipment (other than ordinary repairs and replacements), and the construction or reconstruction
of improvements, betterments and extensions, for use by or in connection with the Golf Course
Facilities which, under Generally Accepted Accounting Principles for governmental units as
prescribed by the Governmental Account Standards Board, are properly chargeable as capital
items.
"Cede" means Cede & Co., the nominee of DTC as record owner of the Bonds, or any
successor nominee of DTC with respect to the Bonds.
"Certified Public Accountant" means an independent certified public accountant within
the meaning of§ 12-2-115, C.R.S., and any amendment thereto, licensed to practice in the State
of Colorado.
"Charter" means the home rule Charter of the City.
"City" means the City of Englewood, Colorado, acting by and through its Golf Course
Enterprise.
"Code" means the Internal Revenue Code of 1986, as amended .
"Combined Maximum Annual Principal and Interest Requirements" means, with respect
to the Bonds or an issue of Parity Lien Bonds for which such term is used, an amount equal to
the maximum amount required to be paid in any single current or future calendar year as the
principal of (including any mandatory sinking fund requirements) and interest on Outstanding
Bonds or Parity Lien Bonds, respectively, excluding any such bonds which have been defeased
pursuant to the terms of the authorizing documents. For purposes of calculating the Combined
Maximum Annual Principal and Interest Requirements in any calendar year of final maturity of
the Bonds or an issue of Parity Lien Bonds, respectively, there shall be subtracted from the final
principal payment for said bonds any cash or the present value of any investments deposited in a
reserve fund or account established pursuant to the authorizing documents which are properly
allocable to said bonds. For purposes of calculating the Combined Maximum Annual Principal
and Interest Requirements for any issue of securities bearing a variable, adjustable or other
similar rate which is not fixed for the entire term thereof, it shall be assumed that any such
securities Outstanding at the time of computation will bear interest during any period, if the
interest rate for such period has not been determined, at a fixed rate equal to the highest rate
borne during the preceding 36-month period or, if the securities have not been outstanding for a
36-month period, two-hundred basis points above the rate borne by said securities on their date
of issuance.
"Continuing Disclosure Undertaking" means the Continuing Disclosure Undertaking of
the City executed and delivered by the City in connection with the issuance of the Bonds to
facilitate compliance with Securities and Exchange Commission Rule 15c2-12 (17 C.F.R.
§ 240.15c2-12).
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"Consulting Engineer" means any qualified, registered or licensed professional engineer
practicing under the laws of the State of Colorado, who is independent in fact and not an officer
or employee of the City.
"Council" means the City Council of the City acting as the governing body of the Golf
Course Enterprise.
"C.R .S." means the Colorado Revised Statutes, as amended and supplemented as of the
date hereof.
"Dated Date" means the dated date for the Bonds 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
fully and unconditionally guaranteed as to the timely payment of principal and interest by the
United States of America.
"Deposito,y" means any securities depository as the City may provide and appoint, in
accordance with the guidelines of the Securities and Exchange Commission, which shall act as
securities depository for the Bonds.
"DTC' means the Depository Trnst Company, New York, New York, and its successors
and assigns .
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"DTC Letter of Repres entations" means the DTC Letter of Representations from the City •
to DTC, dated December 29, 1998, to induce DTC to accept securities of the City as eligible for
deposit at DTC.
"Enabling Laws" means the Charter; and Title 11, Article 57, Part 2, C.R.S.
"Event of Default" means any one or more of the events set forth in the Section hereof
entitled "Events of Default."
"Escrow Account" means, in connection with the Bonds, the account, if necessary,
established for payment of the Refunded Bonds pursuant to the Escrow Agreement and the
provisions hereof.
"Escrow Agent" means the Bank, or its successor, which shall perform the function of
escrow agent under the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement between the City and the Escrow
Agent relating to the administration of the Escrow Account, if any.
"Federal Securities" means direct obligations of (including obligations issued or held in
book-entry form on the books of), or obligations the principal of and interest on which are
guaranteed by, the United States of America.
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"Fiscal Year" means the 12 months commencing January 1 of any year and ending
December 31 of said year.
"Golf Course Enterprise" means the Golf Course Enterprise as established by City
Ordinance No. 57, Series of 1993, as said ordinance may be amended from time to time.
"Golf Course Enterprise Fund" means the Golf Course Revenue Fund of the City which
accounts for the financial activity of the Golf Course Enterprise Fund.
"Golf Course Facilities" means all of the City's Golf Course Facilities including without
limitation interests in real and personal property now owned or hereafter acquired whether
situated within or without the City boundaries and all present or future improvements,
extensions, enlargements, betterments, replacements and additions thereto.
"Gross Revenue" means all income and revenues directly or indirectly derived by the
City from the operation and use of the Golf Course Enterprise, including without limitation, any
rates, fees and charges for the services furnished by, or the use of, the Golf Course Enterprise,
and all income attributable to any past or future dispositions of property or rights or related
contracts, settlements or judgments held or obtained in connection with the Golf Course
Enterprise or its operations, and including investment income accruing from moneys held to the
credit of the Golf Course Enterprise Fund; provided however, that there shall be excluded from
Gross Revenue any moneys borrowed and used for providing Capital Improvements; any money
and securities, and investment income therefrom, in any refunding fund, escrow account or
similar account pledged to the payment of any bonds or other obligations; and any moneys
received as grants or appropriations from the United States, the State of Colorado or other
sources, the use of which is limited or restricted by the grantor or donor to the provision of
Capital Improvements or for other purposes resulting in the general unavailability thereof, except
to the extent any such moneys shall be received as payments for the use of the Golf Course
Facilities, services rendered thereby, the availability of any such service or the disposal of any
commodities therefrom.
"Interest Payment Date" means the interest payment dates set forth m the Sale
Certificate.
"Interest Subaccount" means a subaccount of the Bond Account reaffirmed by the
provisions hereof for the purpose of paying the interest on the Bonds.
"Municipal Code" means the City of Englewood Municipal Code, as amended.
"Net Revenue" means the Gross Revenue after deducting the Operation and Maintenance
Expenses.
"Official Statement" means the final version of the Preliminary Official Statement.
"Operation and Maintenance Expenses" means all reasonable and necessary current
expenses of the City, paid or accrued, for operating, maintaining and repairing the Golf Course
Facilities, including without limitation legal and overhead expenses of the City directly related to
the administration of the Golf Course Enterprise, insurance premiums, audits, charges of
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depository banks and paying agents, professional services, salaries and administrative expenses, •
labor and the cost of materials and supplies for current operation; provided however, that there
shall be excluded from Operation and Maintenance Expenses any allowance for depreciation,
payments in lieu of taxes or franchise fees, legal liabilities not based on contract, expenses
incurred in com1ection with Capital Improvements, payments due in connection with any bonds
or other obligations, and charges for the accumulation of reserves .
"Ordinance" means this ordinance which authorizes the issuance of the Bonds, including
any amendments properly made hereto.
"Outstanding" means, as of any date, all Bonds and Parity Lien Bonds, 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 Defea.sance Securities sufficient to meet all of
the payment requirements of the principal of, interest on, and any premium due in connection
with the redemption of such Bond to the date of maturity or any redemption date thereof, shall
have theretofore been deposited in trust for such purpose in accordance with the section hereof
entitled "Defeasing;" and ( d) any lost, apparently destroyed, or wrongfully ta.ken Bond in lieu of
or in substitution for which another bond or other security shall have been executed and
delivered .
"Owner" means the registered owner of any Bond, as shown by the registration books
maintained by the Bond Registrar.
"Parity Lien Bonds" means one or more series of additional bonds, notes, interim
securities or other obligations issued by the City pursuant to the Section hereof entitled
"Additional Bonds," having a lien on the Net Revenue which is on a parity with the lien of the
Bonds.
"Parity Reserve Amount" means, as of any date on which it is calculated with respect to
any issue of Parity Lien Bonds, the lea.st of (a) 10% of the principal amount of said Parity Lien
Bonds, (b) the maximum annual debt service in any calendar year on said Parity Lien Bonds or
(c) 125% of the average annual debt service on said Parity Lien Bonds; provided, however, that
the Parity Reserve Amount may be reduced if, in the opinion of Bond Counsel, the funding or
maintenance of it at the level otherwise determined pursuant to this definition will cause the
reserve account for such Parity Lien Bonds to exceed the amount permitted by the Code to be
invested in higher yielding investments as a reasonably required reserve amount and replacement
fund .
"Participants" means any broker dealer, bank or other financial institution from time to
time for which DTC or another Depository holds the Bonds.
"Paying Agent" means the Bank with its principal office in Kansas City, Missouri, or its
successor, which shall perform the function of paying agent with respect to the Bonds.
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"Paying Agent and Registrar Agreement" means the agreement dated as of the Dated
Date, between the City and the Paying Agent/Bond Registrar, concerning the registration, •
transfer, exchange and payment of the Bonds .
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"Permitted Investments" means any lawful investment permitted for the investment of
funds of the City by the Charter and the laws of the State.
"Person" 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 Statement" means the Preliminary Official Statement concerning
the Bonds and the City used in connection with the marketing of the Bonds.
"Principal Payment Date" means any maturity date for a Bond, as set forth in the Sale
Certificate.
"Principal Subaccounf' means a subaccount of the Bond Account reaffirmed by the
provisions hereof for the purpose of paying the principal of and premium, if any, on the Bonds.
"Pro Rata Portion" means when used with respect to a required credit to the Principal
Subaccount or the Interest Subaccount, the dollar amount derived by dividing the amount of
principal or interest to come due on the next Principal Payment Date or Interest Payment Date by
the number of monthly credits required to be made prior to such payment date.
"Project" means the capital improvements financed with the proceeds of the Refunded
Bonds .
"Purchaser" means Stifel , Nicolaus & Company, Incorporated, the original purchaser of
the Bonds .
"Rating Agency" means Fitch IBCA., Moody's Investors Service, Inc. or Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc.
"Record Date" means either (a) the fifteenth day of the calendar month next preceding
each Interest Payment Date, if such date is the first day of the month or (b) the first day of the
calendar month if the Interest Payment date is the fifteenth day of the month.
"Redemption Date" means December 1, 2013 .
"Refunded Bonds" or "Series 2003 Bonds" means the Golf Course Revenue Refunding
Bonds, Series 2003, as authorized by the Refunded Bonds Ordinance.
"Refunded Bonds Ordinance" means the City's Ordinance No. 89, Series 2003.
"Refunded Bond Requirements" means the sum of ( a) all of the principal then outstanding
on the Refunded Bonds on the Redemption Date and (b) all unpaid interest accrued on the
Refunded Bonds to the Redemption Date.
"Refunding Project" means the current refunding of the Refunded Bonds and other
purposes for which the proceeds of the Bonds may be expended under the Enabling Laws,
including, but not limited to, making deposits to the Escrow Account, if necessary, and the Bond
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Account pursuant to the Section hereof entitled "Initial Credit of Bond Proceeds" and paying the •
costs of issuance of the Bonds ..
"Required Reserve Amount" means, as of any date on which it is calculated, the least of
(a) 10% of the principal amount of the Outstanding Bonds, (b) the maximum annual debt service
in any calendar year on the Outstanding Bonds or (c) 125% of the average ammal debt service on
the Outstanding Bonds; provided, however, that the Required Reserve Amount may be reduced
if, in the opinion of Bond Counsel, the funding or maintenance of it at the level otherwise
determined pursuant to this definition will cause the Reserve Account to exceed the amount
permitted by the Code to be invested in higher yielding investments as a reasonably required
reserve m11ount and replacement fund.
"Reserve Account" means a special account of the City designated as the "Golf Course
Enterprise 2013 Bond Reserve Account," created by this Ordinance for the purpose of paying, if
necessary, the principal of, premium if any, and interest on the Bonds.
"Reserve Account Contract" means a surety bond, insurm1ce policy, letter of credit,
investment agreement, investment contract or similar instrument.
"Sale Certificate" means the certificate executed by the Sale Delegate under the authority
delegated pursuant to this Ordinm1ce, including but not limited to the Sections hereof titled
"Bond Details," "Delegations m1d Parmneters" and "Approval of Official Statement and
Miscellaneous Documents".
"Sale Delegate" means the Director of Financial Services of the City or the City
Manager.
"Special Record Date" means the record date for determining Bond ownership for
purposes of paying defaulted interest, as such date may be determined pursuant to this
Ordinance.
"State" means the State of Colorado.
"Subordinate Lien Bonds" means one or more series of additional bonds, notes, interim
securities or other obligations issued by the City pursuant to the Section hereof entitled
"Additional Bonds," having a lien on the Net Revenue which is subordinate or junior to the lien
of the Bonds.
"Tax Compliance Certificate" means the Tax Compliance Certificate, 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.
Section 2. Authorization. In accordance with the Constitution of the State; the
Enabling Laws; and all other laws of the State thereunto enabling, there shall be issued by the
City, acting by and through its Golf Course Enterprise, the "Golf Course Enterprise Revenue
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Refunding Bonds , Series 2013," in the aggregate principal amount of not to exceed $2,700,000, •
for the purpose of paying the costs of the Refunding Project. The accomplishment of the
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Refunding Project is hereby authorized, approved and ordered and it is hereby determined that
the Bonds mature at such time not exceeding the estimated life of the Project.
Section 3. Bond Details .
(a) Registered Form, Denominations, Original Dated Date and Numbering .
The Bonds shall be issued as fully registered bonds, 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
"R."
(b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall
mature on the Principal Payment Date in 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.
(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 entitled "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 however, any such interest
not so timely paid or duly provided for shall cease to be payable to the person who is the
Owner thereof at the close of business on the Record Date and shall be payable to the
person who is the Owner thereof at the close of business on a Special Record Date for the
payment of any such defaulted interest. Notice of the Special Record Date shall be given
to the Owners of the Bonds not less than ten days prior thereto, by first-class mail to each
such Owner, as shown on the registration books kept by the Registrar, on a date selected
by the Paying Agent, stating the date of the Special Record Date and the date fixed for
the payment of such defaulted interest. Interest payable to any Owner as provided in this
paragraph 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
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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 DTC is
no 1011.ger 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 DTC 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 DTC.
Neither the City nor the Paying Agent shall have any liability to DTC, Cede & Co., any
substitute 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 detennination made by the Paying Agent pursuant to the
proviso at the end of the i1mnediately preceding sentence or (B) 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 DTC, Cede & Co., any
substitute securities depository or any Person in whose name the Bonds are reregistered.
(f) Final Determination of Bond Details. The authority to determine other
details of the Bonds is delegated to the Sale Delegate in the Section hereof entitled
"Delegation and Parameters."
Section 4. Delegation and Parameters.
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(a) Delegation. The City Council hereby delegates to the Sale Delegate the
authority to detennine and set forth in the Sale Certificate: (i) the matters set forth in •
subsection (b) of this Section, subject to the applicable parameters set forth in subsection
(c) of this Section; and (ii) any other matters that, in the judgment of the Sale Delegate,
are necessary or convenient to be set forth in the Sale Certificate and are not inconsistent
with the parameters set forth in subsection (c) of this Section.
(b) Sale Certificate. The Sale Certificate for the Bonds shall set forth the
following matters and other matters permitted to be set forth therein pursuant to
subsection (a) of this Section, but each such matter must fall within the applicable
parameters set forth in subsection ( c) of this Section:
(i) the Dated Date of the Bonds;
(ii) the Principal Payment Date;
(iii) the Interest Payment Date;
(iv) the aggregate principal amount of the Bonds;
(v) the price at which the Bonds will be sold pursuant to the Bond
Purchase Agreement;
(vi) the amount of principal of the Bonds maturing in any particular
year and the respective interest rates borne by the Bonds; •
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(vii) the Bonds which may be redeemed at the option of the City, the
dates upon which such optional redemption may occur, and the prices at which
such Bonds may be optionally redeemed; and
(viii) the principal amounts, if any, of Bonds subject to mandatory
sinking fund redemption, and the years in which such Bonds will be subject to
such redemption.
(c) Parameters. The authority delegated to the Sale Delegate by this Section
shall be subject to the following parameters:
(i) in no event shall the Sale Delegate be authorized to execute the
Bond Purchase Agreement and Sale Certificate after the date that is one (1) year
after the date of final adoption of this Ordinance;
(ii) the aggregate principal amount of the Bonds shall not exceed
$2,700,000;
(iii) the final maturity of the Bonds shall be no later than December 1,
2033;
(iv) the net effective interest rate on the Bonds shall not exceed 5.95%;
(v) the maximum annual debt service due in any year on the Bonds
shall not exceed $300,000; and
(vi) the issuance of the Bonds shall achieve one or more of the
purposes set forth in Section 11-56-104, C.R.S.
Section 5. Prior Redemption.
(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.
(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 dates 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. At its option, to be exercised on or before the forty-fifth day next
preceding each sinking fund redemption date, the City may (i) deliver to the Paying
Agent for cancellation of any Bonds with the same maturity date as the Bonds subject to
such sinking fund redemption and (ii) receive a credit in respect of its sinking fund
redemption obligation for any Bonds with the same maturity date as the Bonds subject to
such sinking fund redemption which prior to such date have been redeemed ( otherwise
than through the operation of the sinking fund) and cancelled by the Paying Agent and
not theretofore applied as a credit against any sinking fund redemption obligation. Each
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Bond so delivered or previously redeemed shall be credited by the Paying Agent at the
principal amount thereof to the obligation of the City on such sinking fund redemption
date, and the principal amount of Bonds to be redeemed by operation of such sinking
fund on such date shall be accordingly reduced .
(c) Redemption Procedures. If less than all of the Bonds within a maturity
are to be redeemed on any prior redemption date, the Bonds to be redeemed shall be
selected by lot prior to the date fixed for redemption, in such manner as the Bond
Registrar shall detem1ine. The Bonds shall be redeemed only in integral multiples of
$5,000. In the event a Bond is of a denomination larger than $5,000, a portion of such
Bond may be redeemed, but only in the principal amount of $5,000 or any integral
multiple thereof. Such Bond shall be treated for the purpose of redemption as that
number of Bonds which results from dividing the principal amount of such Bond by
$5,000 . In the event a portion of any Bond is redeemed, the Bond Registrar shall,
without charge to the Owner of such Bond, authenticate and deliver a replacement Bond
or Bonds for the unredeemed portion thereof.
( d) Redemption Notice. Notice of any redemption of Bonds shall be given by
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the Paying Agent in the name of the City by sending a copy of such notice by first class,
postage prepaid mail, not less than 30 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 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, 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 and appendix for the convenience of the reader, Appendix A is an integral
part of this Ordinance and is incorporated herein as if set forth in full in the body of this
Ordinance.
Section 7. Execution, Authentication and Delivery of Bonds.
(a) Execution. The Bonds shall be executed in the name and on behalf of the
City with the manual or facsimile signature of the Mayor, shall bear a manual or
facsimile of the seal of the City and shall be attested by the manual or facsimile signature
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of the City Clerk both 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.
(b) Authentication. 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 entitled 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 hereunder.
(c) Delivery. Upon the authentication of the Bonds, the Paying Agent shall
deliver the same in accordance with the provisions of the DTC Letter of Representations
and other procedures established with the consent of DTC and the Paying Agent. Upon
receipt of the agreed purchase price of the Bonds in accordance with the Bond Purchase
Agreement and issuance of the approving opinion of Bond Counsel, the Bonds shall be
released by DTC and the Paying Agent for credit to the Participants and the Beneficial
Owners .
Section 8. Registration, Exchange and Transfer of Bonds; Persons Treated as
Owners.
(a) Registration. 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 books shall be deemed to
be the absolute owner thereof for all purposes and neither the City nor the Paying Agent
shall be affected by any notice or other information to the contrary.
(b) Transfer and Exchange. The Bonds may be transferred or exchanged, at
the principal office of the Paying Agent at the location identified in the definition of
Paying Agent in the section hereof entitled "Definitions," 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 transfer fee, 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.
(c) Limitations on Transfer. The City and Paying Agent shall not be
required to issue or transfer any Bonds: (i) during a period beginning at the close of
business on the Record Date and ending at the opening of business on the first Business
Day following the ensuing interest payment date, or (ii) during the period beginning at
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4842-6636-8532 .3
the opening of business on a date 45 days p1ior to the date of any redemption of Bonds
and ending at the opening of business on the first Business Day following the day on
which the applicable notice of redemption is mailed. The Paying Agent shall not be
required to transfer any Bonds selected or called for redemption.
Section 9. 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 loss, 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 or bonds.
Section 10. 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 and declares that:
(a) Prohibited Actions. The City will not use or pennit the use of any
•
proceeds of the Bonds or any other funds of the City from whatever source de1ived,
directly or indirectly, to acquire any securities or obligations and shall not take or pennit
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 perfonn all acts
pennitted 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 8038-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 Compliance Certificate . The City will comply with the Tax
Compliance Certificate delivered to it on the date of issuance of the Bonds, including but
not limited by the provisions of the Tax Compliance Certificate 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
Compliance Certificate; provided that, in the event the Tax Compliance Certificate are
superseded or amended by new Tax Compliance Certificate drafted by, and accompanied
by an opinion of, Bond Counsel stating that the use of the new Tax Compliance •
Certificate will not cause the interest on the Bonds to become includible in gross income
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for federal income tax purposes, the City will thereafter comply with the new Tax
Compliance Certificate.
(d) Designation of Bonds as Qualified Tax-Exempt Obligations. The City
hereby designates the Bonds as qualified tax-exempt obligations within the meaning of
Section 265(b)(3) of the Code. The City covenants that the aggregate face amount of all
tax-exempt obligations issued by the City, together with governmental entities which
derive their issuing authority from the City or are subject to substantial control by the
City, shall not be more than $10,000,000 during calendar year 2013. The City recognizes
that such tax-exempt obligations include notes, leases, loans and warrants, as well as
bonds. The City further recognizes that any bank, thrift institution or other financial
institution that owns the Bonds will rely on the City's designation of the Bonds as
qualified tax-exempt obligations for the purpose of avoiding the loss of 100% of any
otherwise available interest deduction attributable to such institution's tax-exempt
holdings.
Section 11. Creation of Fund and Accounts. There is hereby reaffirmed the Golf
Course Enterprise Fund and there is hereby established the following accounts of the Golf
Course Enterprise Fund, which shall be maintained by the City in accordance with the provisions
of this Ordinance:
(a) the Bond Account, within which there are established the Interest
Subaccount and the Principal Subaccount; and
(b) the Reserve Account.
Section 12. Application of Bond Proceeds; Funding of Escrow Account.
(a) Application of Bond Proceeds. 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 Purchaser. The proceeds received by the City from the
sale of the Bonds, following the cost of issuance of the Bonds, shall be applied as a
supplemental appropriation by the City as follows:
4842-6636-8532.3
(i) to the Interest Subaccount, the accrued interest on the Bonds from
the Dated Date to the date of issuance and capitalized interest on the Bonds, if
any;
(ii)
Amount;
to the Reserve Account the amount of the Required Reserve
(iii) to the immediate payment and cancellation of the Refunded Bonds
as acknowledged by the party receiving such payment or to the Escrow Account,
proceeds of the Bonds which, when combined with other legally available moneys
of the City, are sufficient to satisfy the Refunded Bond Requirements or to fund
the Escrow Account in accordance with the report of a Certified Public
Accountant as required by the provisions hereof.
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(b) Additional Funding of Escrow Account. On or before the date of
delivery of the Bonds, the City shall deposit to the Escrow Account, if necessary, such
other legally available moneys of the City as may be necessary to fully fund the Escrow
Account as provided in subsection (a) of this Section and in the Section entitled "Call and
Payment of Refunded Bonds."
Section 13. Security for Payment of the Bonds; Flow of Funds.
(a) Pledge of Net Revenue. The Bonds shall constitute an irrevocable and
first lien upon the Net Revenue, but not necessarily an exclusive such lien. The Net
Revenue is hereby pledged to the payment of the Bonds.
(b) Flow of Funds. The City shall credit to the Golf Course Enterprise Fund
all Gross Revenue immediately upon receipt. The City shall pay from the Golf Course
Enterprise Fund all Operation and Maintenance Expenses as they become due and
payable. After such payment or the allocation of Gross Revenue to such payment, the
City shall apply the Net Revenue in the following order of pri01ity:
FIRST, to the credit of the Interest Subaccount, the amounts required by
the Section hereof entitled "Bond Account," and to the credit of any other bond
account or subaccount hereafter established for the payment of interest on Paiity
Lien Bonds issued in accordance with the Section hereof entitled "Additional
Bonds";
SECOND, to the credit of the Principal Subaccount, the amounts required
by the Section hereof entitled "Bond Account," and to the credit of any other
bond account or subaccount hereafter established for the payment of the principal
of, and premium if any, on Parity Lien Bonds issued in accordance with the
Section hereof entitled "Additional Bonds";
THIRD, to the credit of the Reserve Account, the amounts required by the
Section hereof entitled "Reserve Account" and to the credit of any other account
hereafter established as a reserve account for Parity Lien Bonds issued in
accordance with the Section hereof entitled "Additional Bonds";
FOURTH, to the credit of any other fund or account hereafter established
for the payment of the principal of, premium if any, and interest on Subordinate
Lien Bonds, including any sinking fund, reserve fund or similar fund or account
established therefor, the amounts required by the ordinance or other enactment
authorizing issuance of the Subordinate Lien Bonds; and
FIFTH, to the credit of any other fund or account as may be designated by
the City, to be used for any lawful purpose, any moneys remaining in the Golf
Course Enterprise Fund after the payments and accumulations set forth in FIRST
through FOUR TH hereof.
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(c) Bonds Do Not Constitute a Debt. All of the Bonds, together with the •
interest thereon and any premium due in connection therewith, shall be payable only out
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of: (i) the Bond Account; or (ii) if necessary, the Reserve Account. The Owners may not
look to any general or other fund of the City for the payment of the principal of, premium
if any, and interest on the Bonds, except the funds and accounts pledged thereto by this
Ordinance, and the Bonds shall not constitute a debt or an indebtedness of the City within
the meaning of any constitutional or statutory provision or limitation; nor shall they be
considered or held to be general obligations of the City.
Section 14. Bond Account.
(a) Use of Moneys in Bond Account. Moneys in the Bond Account shall be
used solely for the purpose of paying the principal of, premium if any, and interest on the
Bonds. On or before the last day of the month preceding each Interest Payment Date,
there shall be deposited with the Paying Agent an amount from the Interest Subaccount
which is sufficient to pay the interest on the Bonds due on such Interest Payment Date.
On or before the last day of the month preceding each Principal Payment Date, there shall
be deposited with the Paying Agent an amount from the Principal Subaccount which is
sufficient to pay the principal of and premium, if any, due on the Bonds on such Principal
Payment Date.
(b) Interest Subaccount . The Interest Subaccount shall be used to pay the
interest on Bonds . Upon delivery of the Bonds, the City shall credit to the Interest
Subaccount the amount required by the Section hereof entitled "Initial Credit of Bond
Proceeds." On or before the last day of each month, commencing in the month next
succeeding the date of issuance of the Bonds , the City shall credit to the Interest
Subaccount, from the Net Revenue and any interest income to be credited to the Interest
Subaccount pursuant to the terms hereof, an amount equal to the Pro Rata Portion of the
interest to come due on the Bonds on the next succeeding Interest Payment Date.
( c) Principal Subaccount. The Principal Sub account shall be used to pay the
principal of and premium, if any, on the Bonds. On or before the last day of each month,
commencing in the month next succeeding the date of issuance of the Bonds, the City
shall credit to the Principal Subaccount, from the Net Revenue and any interest income to
be credited to the Principal Subaccount pursuant to the terms hereof, an amount equal to
the Pro Rata Portion of the principal coming due on the Bonds on the next succeeding
Principal Payment Date.
Section 15. Reserve Account.
(a) Use of Moneys in Reserve Account. Moneys in the Reserve Account
shall be used, if necessary, only to prevent a default in the payment of the principal of,
premium if any, or interest on the Bonds, and the Reserve Account is hereby pledged to
the payment of the Bonds. In the event the amounts credited to the Bond Account are
insufficient to pay the principal of, premium if any, or interest on Bonds when due, the
City shall transfer from the Reserve Account to the appropriate subaccount or
subaccounts of the Bond Account an amount which, when combined with moneys in the
subaccount or subaccounts, will be sufficient to make such payments when due .
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4842-6636 -8532.3
(b) Funding and Maintenance of Required Reserve Amount. The City shall,
upon delivery of the Bonds, credit to the Reserve Account the amount required by the
Section hereof entitled "Initial Credit of Bond Proceeds." The Reserve Account shall be
maintained in the amount of the Required Reserve Amount until such time as the amount
credited thereto, when combined with moneys in the Bond Account, will be sufficient to
pay the principal of, premium if any, and interest on all of the Bonds, at which time such
moneys may be applied for such purpose. If at any time the amount of the Reserve
Account is less than the Required Reserve Amount, then the City shall deposit to the
Reserve Account from the Net Revenue, amounts sufficient to bring the amount credited
to the Reserve Account to the Required Reserve Amount. Such deposits shall be made as
soon as possible after such use, but in accordance with and subject to the limitations of
the Section hereof entitled "Security for Payment of Bonds; Flow of Funds."
The Required Reserve Amount shall be funded and maintained by any one of or
any combination of (i) cash; (ii) Permitted Investments; and (iii) a Reserve Account
Contract which provides for payments when and as required for purposes of the Reserve
Account and is issued by an obligor whose obligations such as the Reserve Account
Contract are either (A) rated by a Rating Agency as investment grade or (B) if a rating
has been obtained on the Bonds or any Parity Lien Bonds whose obligations are rated by
each Rating Agency that then maintains a rating on the Bonds or any Parity Lien Bonds
in a category (or comparable classification) equal to or higher than the category, if any, in
which the Bonds or any Parity Lien Bonds are rated. A Reserve Account Contract shall
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satisfy the Required Reserve Amount by the amount payable to the City pursuant to such •
contract.
(c) Valuation and Interest Income . Moneys credited to the Reserve Account
may be invested or deposited in securities or _obligations which are Permitted
Investments; however, such investments shall be valued at fair market value and marked
to market at lease once per year. Additionally, the investment of moneys credited to the
Reserve Account shall be subject to the covenants and provisions of the Section hereof
entitled "Disposition and Investment of Proceeds; Tax Covenants." Except to the extent
otherwise required by such Section, so long as the amount of the Reserve Account is
equal to the Required Reserve Amount, all interest income from the investment or
reinvestment of moneys credited to the Reserve Account shall be credited to the Interest
Subaccount and /or the Principal Subaccount, as may be determined by the City; provided
that if the amount of the Reserve Account is less than the Required Reserve Amount, then
such interest income shall be credited to the Reserve Account. The amount on deposit to
the Reserve Account shall never exceed the amount of the Required Reserve Amount.
Section 16. Escrow Account; Payment of Refunded Bonds.
(a) Immediate Payment and Cancellation of Refunded Bonds. In the event
that (i) the date of delivery of the Bonds occurs on a date which permits the irrevocable
deposit of the gross amount necessary for the payment and cancellation of the Series
2003 Bonds on the Redemption Date into the bond account for the Series 2003 Bonds
established with the Refunded Bonds Paying Agent and (ii) the Refunded Bonds Paying •
Agent reaffirms the amount which is necessary for the payment and cancellation of the
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4842-6636-8532.3
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Series 2003 Bonds on the Redemption Date, the net proceeds of the Bonds shall be
applied for such purpose.
(b) Establishment and Maintenance of Escrow Account. In the event that
the net proceeds of the Bonds are not applied to the immediate payment and cancellation
of the Refunded Bonds as set forth in paragraph (a) of this Section, there is hereby
established a special account designated as the "Golf Course Revenue Refunding Bonds,
Series 2013 , Escrow Account," which shall be maintained in accordance with the
provisions hereof and of the Escrow Agreement. The Escrow Account shall be
maintained in an amount at the time of the initial deposits therein and at all times
subsequently at least sufficient, together with the known minimum yield to be derived
from the initial investment and any temporary reinvestment of the deposits therein or any
part thereof in Defeasance Securities to pay the Refunded Bond Requirements for those
Refunded Bonds to be paid from the Escrow Account. Except as may be otherwise
provided in the Escrow Agreement, the City shall have no right or title to the moneys
credited to or held in the Escrow Account, and such title shall be and is hereby
transferred to the Bank in trust for the payment of the Refunded Bond Requirements for
those Refunded Bonds to be paid from the Escrow Account pursuant to the Escrow
Agreement. Moneys shall be withdrawn by the Bank from the Escrow Account on the
Redemption Date to permit the payment without default of the Refunded Bond
Requirements for those Refunded Bonds to be paid from the Escrow Account. If for any
reason the amount in the Escrow Account shall at any time be insufficient for the purpose
hereof, the City shall forthwith from the first moneys available therefor deposit in such
account such additional moneys as shall be necessary to permit the payment in full of the
Refunded Bond Requirements for those Refunded Bonds to be paid from the Escrow
Account.
(c) Call of Refunded Bonds. Subject to the issuance of the Bonds , the
Council does hereby declare its intent to exercise on behalf of and in the name of the City
its option to redeem all of the Refunded Bonds on the Redemption Date. The City hereby
authorizes and irrevocably instructs the Escrow Agent to give or cause to be given a
notice of refunding, defeasance and redemption of the Refunded Bonds.
Section 17. 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) the City has entered into a DTC Letter of Representations which will
govern the book-entry registration system for the Bonds;
(b) it is in the best interest of the City and its residents that the Bonds be
authorized, sold, issued and delivered at the time, in the manner and for the purposes
provided in this Ordinance;
(c) the City elects to apply the provisions of the Part 2 of Article 57 of
Title 11 , C.R.S., as amended; and
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4842 -6636-85 32.3
( d) the issuance of the Bonds and all procedures undertaken incident thereto •
are in full compliance and confonnity with all applicable requirements, provisions and
limitations prescribed by the Constitution and laws of the State and the City, including
the Charter, and all conditions and limitations of the Charter and other applicable law
relating to the issuance of the Bonds have been satisfied.
Section 18. Investments. Moneys deposited in the Bond Account and the Reserve
Account, and any moneys held by the Paying Agent with respect to the Bonds, shall be invested
in Pennitted Investments, provided that the investment of such moneys shall be subject to any
applicable restrictions set forth in the Tax Compliance Certificate and in the "Tax Compliance
Ce1iificate" 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. Unless otherwise provided herein, all
interest income from the investment or reinvestment of moneys credited to any account or
subaccount established herein shall remain in and become part of such account or subaccount.
Section 19. Maintenance of Rates and Coverage. The City hereby covenants that it
will establish, maintain, enforce and collect rates , fees and charges for services furnished by or
the use of the Golf Course Facilities to create Gross Revenue each Fiscal Year sufficient to pay
Operation and Maintenance Expenses and to create Net Revenue in an amount: (a) equal to not
less than 135% of the amount necessary to pay when due the principal of and interest on the
Bonds and any Parity Lien Bonds coming due during such Fiscal Year; and (b) to make up any
deficiencies in the Reserve Account and any reserve account established for Parity Lien Bonds. •
In the event that the Gross Revenue at any time is not sufficient to make such payments, the City
shall increase such rates, fees and charges to an extent which will ensure the payments and
accumulations required by this Ordinance.
Section 20. Additional Covenants and Agreements. The City hereby further
in-evocably covenants and agrees with each and every Owner that so long as any of the Bonds
remain Outstanding:
(a) Competent Management. The City shall employ competent management
personnel for the Golf Course Facilities and will continue to operate and manage the Golf
Course Facilities in an efficient and economical manner in accordance with all applicable
laws, rules and regulations.
(b) Maintenance of Records and Accounts. The City shall keep proper
books of record and accounts showing complete and con-ect entries of all transactions
relating to the funds and accounts refen-ed to herein and in such manner that the Gross
Revenue and the Net Revenue may at all times be readily and accurately determined.
(c) Alienation of Property . The City will not sell or alienate any of the
property constituting any part or all of the Golf Course Facilities in any manner or to any
extent as might reduce the security provided for the payment of the Bonds, but the City
may sell any portion of such property which shall have been replaced by other similar
property of at least equal value, or which shall cease to be necessary for the efficient •
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operation of the Golf Course Facilities; provided however, that the proceeds of any such
sale of property shall be included as part of the Gross Revenue.
(d) Payment for Use and Services. The City will promptly render bills for
services furnished by or the use of the Golf Course Facilities, shall use all legal means to
assure prompt payment thereof, shall take such action as may be necessary to make
delinquent rates, fees and charges of the Golf Course Facilities a lien upon the real
property served. So long as an Event of Default has not occurred and is continuing
hereunder, the City shall, in its discretion, be entitled to provide a reasonable level of
complementary and free use of the Golf Course Facilities.
(e) Audits. At least once a year in the time and manner provided by law, the
City will cause an audit to be performed of the records relating to the revenues and
expenditures of the Golf Course Facilities. Such audit may be made part of and included
within the general audit of the City, and made at the same time as the general audit. In
addition, at least once a year in the time and manner provided by law, the City will cause
a budget to be prepared and adopted. Copies of the budget and the audit will be filed and
recorded in the places, time and manner provided by law.
(f) Insurance. The City will carry such forms of insurance on insurable Golf
Course Facilities property as would ordinarily be carried by utilities having similar
properties of equal value, such insurance being in such amounts as will protect the Golf
Course Facilities and its operation. In the event of any loss or damage to the Golf Course
Facilities, or in the event part or all of the Golf Course Facilities is taken by the exercise
of a power of eminent domain, the insurance proceeds or the condemnation award shall
be used for restoring, replacing or repairing the property lost, damaged or taken, and the
remainder thereof, if any, shall be considered as Gross Revenue; provided, however, that
if the Council determines that the operation of the Golf Course Facilities and the security
for the Bonds will not be adversely affected thereby, the Council may determine not to
restore, replace or repair the property lost, damaged or taken and all of the insurance
proceeds or condemnation award shall be considered as Gross Revenue.
(g) Surety Bonds. Each City official or other person having custody of any
funds derived from the operation of the Golf Course Facilities, or responsible for the
handling of such funds, shall be fully bonded at all times, which bond shall be
conditioned upon the proper application of said funds.
(h) Enterprise Status. The City has established, and covenants to continue to
maintain, the Golf Course Facilities as an "enterprise" within the meaning of Article X,
Section 20 of the Colorado Constitution; provided, however, after calendar year 2013 the
City may disqualify the Golf Course Facilities as an "enterprise" in any year in which
said disqualification does not materially, adversely affect the enforceability of the
covenants made pursuant to this Ordinance. In the event the Golf Course Facilities are
disqualified as an enterprise and the enforceability of the covenants made pursuant to this
Ordinance are materially, adversely affected, the City covenants to immediately take all
actions necessary to (i) qualify the Golf Course Facilities as an enterprise within the
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4842-6636-8532.3
meaning of Article X, Section 20 of the Colorado Constitution and (ii) permit the
enforcement of the covenants made herein.
(i) Protection of Security. The City, its officers, agents and employees, shall
not take any action in such manner or to such extent as might prejudice the security for
the payment of the principal of and interest on the Bonds and any other securities payable
from the Net Revenue according to the terms thereof. No contract shall be entered into
nor any other action taken by which the rights of the Owners might be prejudicially and
materially impaired or diminished.
Section 21. Additional Bonds.
(a) No Superior Lien Bonds. No bonds, notes, interim securities or other
obligations shall be issued payable from the Net Revenue and having a lien thereon
which is superior to the lien of the Bonds.
(b) Parity Lien Bonds. The City may issue Parity Lien Bonds if:
(i) As of the date of issuance of the Parity Lien Bonds the City is in
substantial compliance with all of the covenants of this Ordinance;
(ii) As of the date of issuance of the Parity Lien Bonds the City is
current in the accumulation of all amounts required to be then accumulated in the
Bond Account and the Reserve Account;
(iii) For any 12-month period during the 18-month period immediately
preceding the date of issuance of such Parity Lien Bonds, the Net Revenue is
sufficient to pay an amount representing not less than 125% of the Combined
Maximum Annual Principal and Interest Requirements for the Outstanding
Bonds, Outstanding Parity Lien Bonds , if any, and the Parity Lien Bonds
proposed to be issued. For purposes of such test, if there has been adopted a
schedule of increases in rates, fees and charges during the preceding 18-month
period, the Net Revenue may be increased for those months in which such
increase was not in effect for the 12-month period in which such calculation is
made by adding to the actual revenues for such period an estimated sum equal to
100% of the estimated increase in revenues which would have been realized
during said period had such increase been in effect for the entire 12-month period
(the requirement set forth in this subparagraph (iii) shall not apply to any Pa1ity
Lien Bonds issued for the purpose of refunding less than all of the Outstanding
Bonds); and
(iv) The ordinance, indenture or other document providing for the
issuance of the Parity Lien Bonds must provide for a reserve account, which is
established in the amount of the Parity Reserve Amount, and a bond account for
the Parity Lien Bonds; such accounts must be established and maintained on
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substantially the same terms and contain substantially the same provisions as set •
froth in this Ordinance for the Reserve Account and the Bond Account,
respectively.
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A written certificate by the Mayor ( or other City official or employee designated
in writing by the Mayor) that the conditions set forth in paragraphs (i) and (ii) above have
been met, and a written certificate by a Certified Public Accountant or Consulting
Engineer that the condition set forth in paragraph (iii) above has been met, shall
conclusively determine that such conditions have been met in accordance with the terms
hereof.
(c) Subordinate Lien Bonds. So long as no Event of Default shall have
occurred and be continuing, nothing herein shall prevent the City from issuing
Subordinate Lien Bonds.
Section 22. Defeasance. When all principal, interest and premiums, if any, in
connection with a Bond has been duly paid, the pledge and lien and all obligations of the City
hereunder shall thereby be discharged with respect to said Bond and the Bond shall no longer be
deemed to be Outstanding. There shall be deemed to be such due payment when the City has
placed in escrow and in trust with a commercial bank located within or without the State of
Colorado, and exercising trust powers, an amount sufficient (including the known minimum
yield from Defeasance Securities in which such amount may be initially invested) to meet all
requirements of principal, interest and premiums, if any, as the same become due to their final
maturities or upon designated prior redemption dates. The Defeasance Securities shall become
due at or prior to the respective times on which the proceeds thereof shall be needed, in
accordance with a schedule established and agreed upon between the City and such bank at the
time of the creation of the escrow, or the Defeasance Securities shall be subject to redemption at
the option of the holders thereof to assure such availability as so needed to meet such schedule.
The sufficiency of the escrow shall be determined by a Certified Public Accountant.
Section 23. Events of Default. The occurrence or existence of any one or more of the
following events shall be an Event of Default hereunder:
(a) payment of the principal of or redemption premium on any Bond is not
made by the City when due;
(b) payment of the interest on any Bond is not made by the City when due;
(c) the City defaults in the performance of any other of its covenants in this
Ordinance, and such default continues for 30 days after written notice specifying such
default and requiring the same to be remedied is given to the City by the Owners of 25%
in aggregate principal amount of the Bonds then Outstanding; or
( d) the City files a petition under the federal bankruptcy laws or other
applicable bankruptcy laws seeking to adjust the obligations represented by the Bonds.
Section 24. Remedies For Events of Default. Upon the occurrence and continuance of
an Event of Default, the Owner of any Bond, or a trustee therefor, may protect and enforce the
rights of any Owner by proper legal or equitable remedy deemed most effectual including
mandamus, specific performance of any covenants, injunctive relief or requiring the Council to
act as if it were the trustee of an express trust, or any combination of such remedies. All
proceedings shall be maintained for the equal benefit and protection of all Owners. Any receiver
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4842-6636-8532.3
appointed to protect the rights of Owners may take possession of and operate and maintain the
Golf Course Facilities in the same manner as the City itself might do. The failure of any Owner
to proceed does not relieve the City or any person of any liability for failure to perform any duty
hereunder. The foregoing rights are in addition to any other right, and the exercise of any right
by any Owner shall not be deemed a waiver of any other right.
Section 25. Permitted Amendments to Bond Ordinance. The City may, without the
consent of or notice to the Owners, adopt amendments or supplements to this Ordinance, which
amendments or supplements shall thereafter fonn a paii hereof, for any one or more of the
following purposes :
(a) to cure any ambiguity, to cure, correct or supplement any formal defect or
omission or inconsistent provision contained in this Ordinance, to make any provision
necessary or desirable due to a change in law , to make any provisions with respect to
matters arising under this Ordinance, or to make any provisions for any other purpose, if
such provisions are necessary or desirable and do not materially adversely affect the
interests of the Owners of the Bonds;
(b) to subject to this Ordinance or pledge to the payment of the Bonds
additional revenues, properties or collateral; and
(c) to grant or confer upon the Owners any additional rights, remedies,
powers or authority that may be lawfully granted to or conferred upon the Owners.
Section 26. Amendments Requiring Consent of Owners . Except for amendatory or
supplemental ordinances adopted pursuant to the Section hereof entitled "Permitted Amendments
to Bond Ordinance," the Owners of not less than two thirds in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, to consent to and approve the
adoption by the City of such ordinances amendatory or supplemental hereto as shall be deemed
necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Ordinance;
provided however, that without the consent of the Owners of all the Bonds affected thereby,
nothing herein contained shall permit, or be construed as permitting:
( a) a change in the terms of the maturity of any Bond, in the principal amount
of any Bond or the rate of interest thereon, or in the terms of prior redemption of any
Bond;
(b) an impainnent of the right of the Owners to institute suit for the
enforcement of any payment of the principal of, premium if any, or interest on the Bonds
when due;
(c)
Bonds;
the creation of a lien upon the Net Revenue ranking prior to the lien of the
•
•
( d) a privilege or priority of any Bond or any premium or interest payment
over any other Bond or premium or interest payment; or •
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4842-6636-8532.3
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•
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( e) a reduction in the percentage in principal amount of the Bonds the consent
of whose Owners is required for any such amendatory or supplemental ordinance.
If at any time the City shall desire to adopt an amendatory or supplemental ordinance for
any of the purposes of this Section, the City shall cause notice of the proposed adoption of such
amendatory or supplemental ordinance to be given by mailing such notice by certified or
registered first class mail to the Purchaser and to each Owner of a Bond to the address shown on
the registration books of the Bond Registrar, at least 30 days prior to the proposed date of
adoption of any such amendatory or supplemental ordinance. Such notice shall briefly set forth
the nature of the proposed amendatory or supplemental ordinance and shall state that copies
thereof are on file at the offices of the City or some other suitable location for inspection by all
Owners. If, within 60 days or such longer period as shall be prescribed by the City following the
giving of such notice, the Owners of not less than the required percentage in aggregate principal
amount of the Bonds then Outstanding at the time of the execution of any such amendatory or
supplemental ordinance shall have consented to and approved the execution thereof as herein
provided, no Owner of any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or in any manner to question the propriety of the
adoption and effectiveness thereof, or to enjoin or restrain the City from adopting the same or
from taking any action pursuant to the provisions thereof.
Section 27. Effect of Amendment. Upon the execution of any amendatory or
supplemental ordinance pursuant to this Ordinance, this Ordinance shall be deemed to be
modified and amended in accordance therewith, and the respective rights, duties and obligations
under this Ordinance of the City, the Bond Registrar, the Paying Agent and all Owners of Bonds
then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments.
Section 28. Removal or Resignation of Bond Registrar or Paying Agent; Successors.
The Paying Agent and Bond Registrar may resign, or be removed by the City at any time with or
without cause. In the event of the removal or resignation of the Bond Registrar or Paying Agent,
the City shall appoint a successor as soon thereafter as may be practicable, and in such event,
shall give written notice thereof to each Owner by mailing to the addresses shown on the
registration books for the Bonds. Any successor Paying Agent shall: be a trust company or bank
in good standing located in or incorporated under the laws of the State; be duly authorized to
exercise trust powers; be subject to examination by a federal or state authority; and maintain a
reported capital and surplus of not less than $10,000,000.
Section 29. Authorization To Execute Documents. The Mayor (or other City official
or employee designated in writing by the Mayor) shall, and is hereby authorized and directed to
take all actions necessary or appropriate to effectuate the provisions of this Ordinance, including,
but not limited to, execution of such agreements, certificates and affidavits as may be reasonably
required by the Purchaser. For a period of 60 days following the adoption of this Ordinance, the
Sale Delegate is authorized to executed the Bond Purchase Agreement, which shall be in
substantially the form presented to the City at this meeting and shall be completed in accordance
with the terms of this Ordinance. The Mayor, the City Clerk and all other officers of the City are
hereby authorized and directed to execute the Continuing Disclosure Undertaking, the Paying
Agent Agreement, the Escrow Agreement, a "Tax Compliance Certificate" or similar certificate
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4842-6636-8532.3
describing the City's expectations regarding the use and investment of proceeds of the Bonds and
other moneys, 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 of the Bonds, the use
and investment of proceeds of the Bonds and the other transactions contemplated hereby
(together the "Financing Documents"). The execution by the Sale Delegate of the Bond
Purchase Agreement and the execution by the Mayor (or the Mayor's designee) of the Financing
Documents authorized herein shall be conclusive proof of the approval by the City of the tern1s
thereof.
Section 30. Official Statement. The Preliminary Official Statement is hereby
authorized and approved. The Preliminary Official Statement is hereby deemed by the Council
to be final as of its date within the meaning of Rule 15c2-12(b)(l) of the U.S. Securities and
Exchange Co1mnission. The Council hereby authorizes the preparation and distribution of a final
Official Statement in conjunction with an offer of the Bonds to the public. The Official
Statement shall contain such corrections and additional or updated information so that it will not
contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made,
not misleading. The Mayor is hereby authorized to execute copies of the Official Statement on
behalf of the City.
Section 31. Holidays. If the date for making any payment or perfo1ming any action
hereunder shall be a legal holiday or a day on which the p1incipal office of the Paying Agent or
•
Bond Registrar is authorized or required by law to remain closed, such payment may be made or •
act perfonned on the next succeeding day which is not a legal holiday or a day on which the
principal office of the Paying Agent or Bond Registrar is authorized or required by law to remain
closed.
Section 32. 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 or proceedings in
connection with the authorization or issuance of the Bonds more than 30 days after the issuance
or authorization of such securities, whichever occurs later.
Section 33. Pledge of Revenues. The creation, perfection, enforcement and priority of
the pledge ofrevenues to secure or pay the Bonds shall be governed by§ 11-57-208, C.R.S. and
this Ordinance. The Pledged Revenue shall immediately be subject to the lien of such pledge
without any physical delivery, filing or further act. The lien of such pledge on the Pledged
Revenue shall be on a parity with all other Parity Lien Bonds, and shall have priority over any
and all other obligations and liabilities of the City. The lien of such pledge shall be valid, binding
and enforceable as against all persons having claims of any kind in tort, contract or otherwise
against the City irrespective of whether such persons have notice of such liens.
Section 34. No Recourse Against Officers and Agents . Pursuant to § 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,
interest or prior redemption premiums 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
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4842-6636-8532.3
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Bonds and as a part of the consideration of their issuance, any person purchasing or selling such
Bond specifically waives any such recourse.
Section 35. Conclusive Recital. Pursuant to § 11-57-210, C.R.S., the Bonds shall
contain a recital that they are issued pursuant to certain provisions of the Part 2 of Article 57 of
Title 11, C.R.S. Such recital shall be conclusive evidence of the validity and the regularity of the
issuance of the Bonds after their delivery for value.
Section 36. Costs and Expenses . All costs and expenses incurred in connection with
the issuance and payment of the Bonds shall be paid from legally available moneys of the City,
and such moneys are hereby appropriated for that purpose.
Section 37 .. Ratification and Approval of Prior Actions. All actions heretofore taken
by the officers of the City and the members of the Council, not inconsistent with the provisions
of this Ordinance, relating to the authorization, sale, issuance and delivery of the Bonds, are
hereby ratified, approved and confirmed.
Section 38. Ordinance Irrepealable. After any of the Bonds have been issued, this
Ordinance shall constitute a contract between the Owners and the City, and shall be and remain
irrepealable until the Bonds and the interest accruing thereon shall have been fully paid, satisfied
and discharged, as herein provided.
Section 39. Repealer. All orders, bylaws and ordinances of the City, or parts thereof,
inconsistent or in conflict with this Ordinance, are hereby repealed to the extent only of such
inconsistency or conflict.
Section 40. Severability. If any section, paragraph, clause or prov1S1on of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance, the intent being that the same are severable.
Section 41. Emergency Declaration and Effective Date . The Council has been
advised that in order for the City to secure the low interest rates currently present in the market
and avoid a possible increase in such rates, it is necessary to issue the Bonds as soon as possible.
Therefore, for said reason, the Council declares that this ordinance is necessary for the
immediate preservation of public property, health, peace, or safety and an emergency exists.
This Ordinance shall be effective immediately upon final passage and be published within seven
days after publication following final passage.
Introduced, read in full, and passed on first reading as an emergency ordinance on the
15 th day of July, 2013 .
Published by Title as an Emergency Bill for an Ordinance m the City's official
newspaper on the 19th day of July, 2013.
Published as an Emergency Bill for an Ordinance on the City's official website beginning
on the 17 th day of July, 2013 for thirty (30) days.
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4842-6636-8532.3
Read by title and passed on final reading as an emergency ordinance on the 5th day of August, 2013 .
Published by title as an emergency ordinance in the City's official newspaper as Ordinance No . .2J,
Series of 2013, on the 9th day of August, 2013.
Published by title as an emergency ordinance on the City's official website beginning on the 7th day of
August, 2013 for thirty (30) day s.
I, Loucrishia A. Ellis , City Clerk of the City of Englewood, Colorado, hereby certify that the above
and foregoing iuJ'rue copy of an emergency Ordinance passed on final reading and published by title as
Ordinance No . , Series of 2013.
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4842-6636-8532.3
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No.R ---
APPENDIX A
[FORM OF BOND]
[Front of Bond]
UNITED STATES OF AMERICA
STATE OF COLORADO
CITY OF ENGLEWOOD
Acting By and Through Its
GOLF COURSE ENTERPRISE
GOLF COURSE ENTERPRISE REVENUE REFUNDING BOND
SERIES 2013
$ ___ _
Interest Rate Maturity Date Dated Date CUSIP
2013 ----
REGISTERED OWNER: Cede & Co .
Tax Identification Number: 13 2555119
PRINCIPAL AMOUNT : _________________ DOLLARS
City of Englewood, Colorado , a duly organized and validly existing City and municipal
corporation of the State of Colorado, acting by and through the Golf Course Enterprise (the
"City'') for value received, hereby promises to pay, solely out of the special accounts hereinafter
designated but not otherwise, to the registered owner named above, or registered assigns, on the
maturity date specified above or on the date of prior redemption, the principal amount specified
above . In like manner the City promises to pay interest on such principal amount ( computed on
the basis of a 360-day year of twelve 30-day months) from the Dated Date specified above, at the
interest rate per annum specified abo v e, payable semiannually on ____ and ___ _
each year, commencing on _____ , 2013, until the principal amount is paid at maturity
or upon prior redemption. The principal of this Bond and premium, if any, are payable in lawful
money of the United States of America to the registered owner hereof upon maturity or prior
redemption and presentation at the principal office of UMB Bank, n.a. (the "Paying Agent"), or
its successor, as Paying Agent.
Payment of each installment of interest shall be made to the registered owner hereof
whose name shall appear on the registration books of the City maintained by or on behalf of the
City by the Paying Agent, or its successor, as Bond Registrar, at the close of business on the
fifteenth day of the calendar month next preceding each interest payment date (the "Record
Date"), and shall be paid by check or draft of the Paying Agent mailed on or before the interest
payment date to such registered owner at his address as it appears on such registration books .
The Paying Agent may make payments of interest on any Bond by such alternative means as
may be mutually agreed to between the registered owner of such Bond and the Paying Agent, as
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4 842-663 6-8532.3
provided in the ordinance authorizing the issuance of this Bond (the "Bond Ordinance"). Any
such interest not so timely paid or duly provided for shall cease to be payable to the person who
is the registered owner hereof at the close of business on the Record Date and shall be payable to
the person who is the registered owner hereof at the close of business on a special record date
(the "Special Record Date") established for the payment of any defaulted interest. Notice of the
Special Record Date and the date fixed for the payment of defaulted interest shall be given by
first class mail to the registered owner hereof as shown on the registration books on a date
selected by the Bond Registrar.
If the date for making any payment or perfom1ing any action shall be a legal holiday or a
day on which the ptincipal office of the Paying Agent or Bond Registrar is authorized or required
by law to remain closed, such payment may be made or act performed on the next succeeding
day which is not a legal holiday or a day on which the principal office of the Paying Agent or
Bond Registrar is authorized or required by law to remain closed.
This Bond is one of a series aggregating $ ____ par value, all of like date, tenor and
•
effect except as to number, principal amount, interest rate and date of maturity, issued for the
purpose of paying the costs of providing certain Golf Course Enterp1ise facilities and
improvements, by virtue of and in full confo11nity with the Constitution of the State of Colorado;
the City Charter; Title 11, Article 57, Part 2, C.R.S.; and all other laws of the State of Colorado
thereunto enabling, and pursuant to the duly adopted Bond Ordinance. Pursuant to§ 11-57-210,
C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the issuance
of the Bonds after their delivery for value. It is hereby recited, certified and warranted that all of
the requirements of law have been fully complied with by the proper officers in issuing this •
Bond.
The principal of, premium if any, and interest on this Bond are payable only out of: (a) a
special account designated as the "Golf Course Enterprise 2013 Bond Account," into which the
City covenants and agrees to deposit, from the revenues derived from the operation of the golf
course facilities comprising the Golf Course Enterprise after deduction of operations and
maintenance costs (the "Net Revenue"), amounts sufficient to pay the principal of and interest on
the Bonds when the same become due and payable; and (b) if necessary, a special account
designated as the "Golf Course Enterprise 2013 Bond Reserve Account," all as more particularly
set forth in the Bond Ordinance. The Bonds shall constitute an irrevocable and first lien upon the
Net Revenue, but not necessarily an exclusive such lien. Subject to expressed conditions,
obligations in addition to the Bonds of this issue may be issued and made payable from the Net
Revenue having a lien thereon subordinate and junior to the lien of the Bonds of this issue or,
subject to additional expressed conditions, having a lien on the Net Revenue on a parity with the
lien of the Bonds of this issue, in accordance with the provisions of the Bond Ordinance.
It is hereby recited, certified and warranted that for the payment of this Bond, the City
has created and will maintain the special accounts referred to above, and will deposit therein out
of the Net Revenue the amounts specified in the Bond Ordinance, and out of such accounts, as an
irrevocable charge thereon, will pay the principal of, premium if any, and interest on this Bond in
the manner provided by the Bond Ordinance.
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4842-6636-8532.3
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THIS BOND DOES NOT CONSTITUTE A DEBT OR INDEBTEDNESS OF THE
CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
PROVISION OR LIMITATION, AND SHALL NOT BE CONSIDERED OR HELD TO BE A
GENERAL OBLIGATION OF THE CITY.
Reference is hereby made to the Bond Ordinance for an additional description of the
nature and extent of the security for the Bonds, the funds and revenues pledged to the payment
thereof, the rights and remedies of the registered owners of the Bonds, the manner in which the
Bond Ordinance may be amended, and the other terms and conditions upon which the Bonds are
issued, copies of which are on file for public inspection at the office of the City Clerk.
[The redemption provisions established in the Sale Certificate shall appear in this place.]
The Bonds will be redeemed only in integral multiples of $5,000. In the event a Bond is
of a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in the
principal amount of $5,000 or any integral multiple thereof. Such Bond will be treated for the
purposes of redemption as that number of Bonds which results from dividing the principal
amount of such Bond by $5,000. In the event a portion of this Bond is redeemed, the Bond
Registrar shall, without charge to the registered owner of this Bond, authenticate and deliver a
replacement Bond or Bonds for the unredeemed portion.
Notice of prior redemption shall be given by mailing a copy of the redemption notice, not
less than 30 days prior to the date fixed for redemption, to the registered owner of this Bond at
the address shown on the registration books maintained by the Bond Registrar, in the manner set
forth in the Bond Ordinance. All Bonds called for redemption will cease to bear interest after the
specified redemption date, provided funds for their redemption are on deposit at the place of
payment at that time.
The City and Bond Registrar shall not be required to issue or transfer any Bonds:
(a) during a period beginning at the close of business on the Record Date and ending at the
opening of business on the first business day following the ensuing interest payment date, or
(b) during the period beginning at the opening of business on a date 45 days prior to the date of
any redemption of Bonds and ending at the opening of business on the first business day
following the day on which the applicable notice of redemption is mailed. The Bond Registrar
shall not be required to transfer any Bonds selected or called for redemption, in whole or in part.
The City, the Paying Agent and the Bond Registrar may deem and treat the registered
owner of this Bond as the absolute owner hereof for all purposes (whether or not this Bond shall
be overdue), and any notice to the contrary shall not be binding upon the City, the Paying Agent
or the Bond Registrar.
This Bond may be exchanged at the principal office of the Bond Registrar for a like
aggregate principal amount of Bonds of the same maturity of other authorized denominations.
This Bond is transferable by the registered owner hereof in person or by his attorney duly
authorized in writing, at the principal office of the Bond Registrar, but only in the manner,
subject to the limitations, and upon payment of the charges provided in the Bond Ordinance and
upon surrender and cancellation of this Bond. This Bond may be transferred upon the
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4842-6636-8532.3
registration books upon delivery to the Bond Registrar of this Bond, accompanied by a written
instrument or instruments of transfer in fonn and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the owner of this Bond or his attorney in fact or legal
representative, containing written instructions as to the details of the transfer of the Bond, along
with the social security number or federal employer identification number of such transferee. In
the event of the transfer of this Bond, the Bond Registrar shall enter the transfer of ownership in
the registration books and shall authenticate and deliver in the name of the transferee or
transferees a new fully registered Bond or Bonds of authorized denominations of the same
maturity and interest rate for the aggregate principal amount which the registered owner is
entitled to receive at the earliest practicable time. The Bond Registrar shall charge the owner of
this Bond for every such transfer or exchange an amount sufficient to reimburse it for its
reasonable fees and for any tax or other governmental charge required to be paid with respect to
such transfer or exchange.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the authorizing Bond Ordinance until the certificate of authentication
hereon shall have been signed by the Bond Registrar.
IN TESTIMONY WHEREOF, the City Council of the City of Englewood has caused this
Bond to be signed by the facsimile signature of the Mayor, sealed with a facsimile of the seal of
the City, and attested by the facsimile signature of the Clerk thereof, all as of the Dated Date set
forth at the beginning of this Bond.
[Facsimile Seal]
Attested:
By [Facsimile Signature)
City Clerk
CITY OF ENGLEWOOD, COLORADO
By [Facsimile Signature]
Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within mentioned Bond
Ordinance.
Date of Registration
and Authentication:
4842-6636-8532.3
UMB BANK, N.A., as Bond Registrar
By ________________ _
Authorized Signatory
32
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COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
July 15, 2013 11 C i An Emergency Bill for an Ordinance Authorizing The
Issuance of Golf Course Enterprise Refunding Bonds
Series 2013
Initiated By: Staff Source:
Finance and Administrative Services Department Frank Gryglewicz, Director
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
City Council has not taken formal action regarding the issuance of this refunding, but this matter was
discussed at the study session on July 1, 2013. Council approved the issuance of the original Golf Course
Revenue Bonds in 1994 and the refunding of the Bonds in 2002.
RECOMMENDED ACTION
Staff recommends Council approve the attached bill for an ordinance authorizing the issuance of Golf
Course Enterprise Refunding Bonds Series 2013 .
City staff believes it is in the best interest of the Golf Course Enterprise Fund to issue new debt to retire the
existing bonds and extend the debt service schedule notto exceed 2033. This will provide financial
flexibility by lowering debt service during a period of increased uncertainty due to changes in weather
conditions, demographics, and competition for golf player participation .
The following parameters of the new issue include:
• The aggregate principal amount of the 2013 Bonds will not exceed $2 .7 million; and
• The final maturity of the Bonds will not be later than December 1, 2033; and
• The net effective interest rate on the Bonds will not exceed 5.95 percent; and
• The maximum annual debt service due in any year on the Bonds shall not exceed $.3 million
annually; and
• The issuance of the Bonds shall achieve one or more of the purposes set forth in Section 11-56-104,
C.R.S.
The funds received from the sale of these bonds will be used to refund the Golf Course Revenue Refunding
Bonds , Series 2003 .
BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED
The City of Englewood issued $4,045,000 in Golf Course Revenue Bonds in 1994 to fund Golf Course
• capital projects (9-hole expansion, clubhouse improvements, and an indoor teaching facility). The 1994
Series Bonds were refunded in 2003 to take advantage of lower interest rates.
Attached is the current Golf Course Revenue Refunding Bonds debt service schedule. Also, attached are •
three estimated debt service schedules with 10, 15, and 20 year repayment periods. With each increase in
the term of the debt the total interest paid increases with principal staying constant.
This bill for an ordinance is being passed by emergency ordinance so the bonds can be issued as quickly as
possible to reduce the possibility of increased interest rates which may induce more investor interest in
purchasing the bonds.
FINANCIAL IMPACT
This action should not have a direct impact on the City's financial condition, as the debt service
requirements are funded by revenues collected by the Golf Course Fund. Annual debt service will be
reduced, resulting in more financial flexibility to weather variability in Golf Course revenues in the future .
LIST OF ATTACHMENTS
Debt service schedules
Proposed bill for an ordinance
•
CITY OF ENGLEWOOD, COLORADO
Schedules of Future Debt Service Requirements
December 31, 2012
t/
General Obligation Refunding Bonds, Series 2010
Year Rate Principal Interest Total
2013 2.00 $ 675,000 $ 270,613 $ 945,613
2014 2.00 835,000 257,113 1,092,113
2015 2.00 855,000 240,412 1,095,412
2016 2 .00 870,000 223,312 1,093,312
2017 2.25 890,000 205,912 1,095,912
2018 2.7'5. 905,000 185,888 1,090,888
2019 3.00 935,000 161,000 1,096,000
2020 3.00 965,000 132,950 1,097,950
2021 4.00 985,000 104,000 1,089,000
2022 4.00 1,025,000 64,600 1,089,600
2023 4.00 590,000 23 ,600 613,600
$ 9,530,000 $ 1,869,400 $11,399,400
/ Golf Course Revenue Refunding Bonds -2003
Rate Principal Interest Total
2013 5.00 $ 70,000 $ 146,663 $ 216,663
2014 5.10 150,000 143,162 293,162
2015 5.75 155,000 135,512 290,512
2016 5.75 165,000 126,600 291,600
2017 5.75 175 ,000 117,112 292,112
2018 5.75 185,000 107,050 292,050
2019 5.75 195,000 96,413 291,413
2020 6.00 205,000 85,200 290,200
2021 6.00 220,000 72,900 292,900
2022 6.00 235,000 59,700 294,700
2023 6.00 245,000 45,600 290,600
2024 6.00 515,000 30,900 545,900
$ 2,515,000 $ 1,166,812 $ 3,681,812
I
BOND DEBT SERVICE • City of Englewood
Golf Course Enterprise Revenue Refunding Bonds, Series 2013
Dated Date 09/05/2013
Delivery Date 09/05/2013
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
12/01/2013 45,000 2.000% 20,052.33 65,052.33 65,052.33
06/01/2014 41,520.00 41,520.00
12/01/2014 180,000 2.000% 41,520.00 221,520.00 263,040.00
06/01/2015 39,720.00 39,720.00
12/01/2015 185,000 2.000% 39,720.00 224,720.00 264,440.00
06/01/2016 37,870.00 37,870.00
12/01/2016 185,000 2.000% 37,870.00 222,870.00 260,740.00
06/01/2017 36,020.00 36,020.00
12/01/2017 190,000 2.350% 36,020.00 226,020.00 262,040.00
06/01/2018 33,787.50 33,787.50
12/01/2018 195,000 2.750% 33,787 .50 228,787.50 262,575.00
06/01/2019 31,106.25 31,106.25
12/01/2019 200,000 3.250% 31,106.25 231,106.25 262,212.50
06/01/2020 27 ,856.25 27,856.25
12/01/2020 205,000 3.500% 27,856.25 232,856.25 260,712.50
06/01/2021 24,268.75 24,268 .75
12/01/2021 215,000 3.750% 24,268.75 239,268 .75 263,537.50
06/01/2022 20,237.50 20,237.50 • 12/01/2022 225,000 4.000% 20,237.50 245,237.50 265,475.00
06/01/2023 15,737.50 15,737.50
12/01/2023 230,000 4.000% 15,737.50 245,737.50 261,475.00
06/01/2024 11,137.50 11,137.50
12/01/2024 495,000 4.500% 11,137.50 506,137 .50 517,275.00
2,550,000 658,574.83 3,208,574.83 3,208,574.83
•
Jun 18, 2013 1 :34 pm (Finance 7.004 arapahoe:ENGLEWD-2013GOLF,2013GOLF)
STIFEL
•• BOND DEBT SERVICE
City of Englewood
Golf Course Enterprise Revenue Refunding Bonds, Series 2013
Dated Date 09/05/2013
Delivery Date 09/05/2013
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
12/01/2013 30,000 2.000% 22,591.72 52,591.72 52,591 .72
06/01/2014 46,985.00 46,985.00
12/01/2014 135,000 2.000% 46,985.00 181,985.00 228,970.00
06/01/2015 45,635.00 45,635.00
12/01/2015 140,000 2.000% 45 ,635.00 185,635.00 231,270.00
06/01/2016 44,235.00 44,235 .00
12/01/2016 140,000 2.000% 44,235.00 184,2 35 .00 228,47 0.00
06/01/2017 42,835 .00 42,835.00
12/01/2017 145,000 2.350% 42,835 .00 187,835.00 230,670.00
06/01/2018 41,131.25 41,131.25
12/01/2018 145,000 2.750% 41,131.25 186,131.25 227,262.50
06/01/2019 39 ,137.50 39,137 .50
12/01/2019 150,000 3.250% 39,137.50 189,137.50 228,275.00
06/01/2020 36,700.00 36,700.00
12/01/2020 155,000 3.500% 36,700.00 191,700.00 228,400.00
06/01/2021 33,987.50 33,987.50
12/01/2021 160,000 3.750% 33,987.50 193,987.50 227,975 .00 • 06/01/2022 30 ,987.50 30,987.50
. 12/01/2022 165,000 4 .000% 30,987.50 195,987.50 226,975.00
06/01/2023 27,687.50 27,687.50
12/01/2023 175,000 4.000% 27,687.50 202,687.50 230,375.00
06/01/2024 24,187.50 24,187.50
12/01/2024 180,000 4.5 00% 24,187.50 204,187.50 228,375.00
06/01/2025 20 ,137.50 20,137.50
12/01/2025 190,000 4.750% 20,137.50 210,137.50 230,275 .00
06/01/2026 15,625.00 15,625.00
12/01/2026 200,000 5.000% 15,625.00 215,625 .00 231,250.00
06/01/2027 10,625.00 10,625.00
12/01/2027 205,000 5.000% 10,625.00 215,625.00 226,2 50 .00
06/01/2028 5,50 0 .00 5,500.00
12/01/2028 220,000 5.000% 5,500.00 225,500.00 231,000.00
2,535,000 953,384 .22 3,488,384.22 3,488,384.22
•
Jun 18, 2013 1:35 pm (Finance 7.004 arapahoe:ENGLEWD-2013GOLF,2013GOLF)
STIFEL
i .
BOND DEBT SERVICE • City of Englewood
Golf Course Enterprise Revenue Refunding Bonds, Series 2013
Dated Date 09/05/2013
Delivery Date 09/05/2013
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
12/01/2013 20,000 2.000% 25,888.39 45,888.39 45,888.39
06/01/2014 53,985.00 53,985.00
12/01/2014 90,000 2.000% 53,985.0 0 143,985.00 197,970.00
06/01/2015 53,085.00 53,085 .00
12/01/2015 90,000 2.000% 53,085.00 143,085 .00 196,170.00
06/01/2016 52,185.00 52,185.00
12/01/2016 90,000 2.000% 52,185.00 142,185 .00 194,370.00
06/01/2017 51,285.00 51,285 .00
12/01/2017 95,000 2.350% 51,285.00 146,285.00 197,570.00
06/01/2018 50 ,168.75 50,168.75
12/01/2018 95,000 2.750% 50,168.75 145,168.75 195,337.50
06/01/2019 48,862.50 48,862.50
12/01/2019 100,000 3.250% 48,862.50 148,862.50 197,725.00
06/01/2020 47,237.50 47,237.50
12/01/2020 100,000 3.500% 47,237.50 147,237.50 194,475.00
06/01/2021 45,487.50 45,487.50
12/01/2021 105,000 3.750% 45,487.50 150,487.50 195,975.00
06/01/2022 43,518.75 43 ,518.75 • 12/01/2022 110,000 4 .000% 43 ,518 .75 153,518.75 197,037.50
06/01/2023 41 ,318.75 41,318.75
12/01/2023 115,000 4.000% 41 ,318.75 156,318.75 197,637.50
06/01/2024 39,018.75 39,018.75
12/01/2024 120,000 4.500% 39,018.75 159,018.75 198,037.50
06/01/2025 36 ,3 18.75 36,318 .75
12/01/2025 125,000 4.750% 36,318.75 161,318.75 197,637.50
06/01/2026 33,350.00 33,350.00
12/01/2026 130,000 5.000% 33,350 .00 163 ,350.00 196,700.00
06/01/2027 30,100.00 30,100.00
12/01/2027 135,000 5 .000 % 30,100.00 165,100.00 195,200.00
06/01/2028 26,725 .00 26,725.00
12/01/2028 145 ,000 5 .000% 26,725.00 171,725.00 198,450.00
06/01/2029 23,100.00 23,100 .00
12/01/2029 150,000 5.500% 23,100.00 173,100.00 196,200.00
06/01/2030 18,975.00 18,975 .00
12/01/2030 160,000 5.500% 18,975.00 178,975.00 197,950.00
06/01/2031 14,575.00 14,575.00
12/01/2031 170,000 5 .500% 14,575.00 184,575.00 199,150.00
06/01/2032 9,900.00 9,900.00
12/01/2032 175,000 5.500% 9,900 .00 184,900.00 194,800.00
06/01/2033 5,087.50 5,087.50
12/01/2033 185,000 5.500% 5,087 .50 190,087.50 195,175.00
2,505,000 1,474,455 .89 3,979,455.89 3,979,455 .89
• Jun 18, 2013 1:36 pm (Finance 7 .004 arapahoe :ENGLEWD-2013GOLF,2013GOLF)
STIFEL