HomeMy WebLinkAbout1988 Ordinance No. 008I
I
OIIDINi\!JCE No . _l_
S1':R I ES 01' 1988
:JY i\lJ!1 IOIU'J 'Y
COJJIICI L BILL NO . 8
Ii'll'ROOUCED DY COUNclL
'UJ•llJER VAN DYKE
,\N ORDIN/\NCC ACC:EP'l'ING [llGl,El•A:XJD ~Till.\N REllr:.1/\L Atm lOR IT\'' :,arc f'OR REP,W1'U.Nr
OJ' ·-ones IWV,\NCED 'JO I T ffiR URll,~; RJ)JL\/,\L I:•!PROVI:·!C:,'T PRCIJD::rs .
:mERfA..c-, he Enl) l ,~.o:x~ UrlJ.J:: :lencwul .;u thori tv ( "Autho ri tv11 ) is invo lved
ir, rene-...ra l prr.j rc::s in -:he Ctt•; c : :.:,r;lc·rKX>c1 ; ar:d · ·
~.1£C'J'.-\S , th,~ Ci ·; of J"l"J l C-.\":'r<! hus .Jc;rccc t o loan the ;\uthori ty funds tJ ca:plc t c thcsl.: nr ojcc t s ; "'r.C
1
.m~:,'\S , the ,'\u thority , by Resolution ut its r:arch 2 , 1988 riee ting , has
aorecd to n •oov thfl clcbt: through a Subordinate Tax Ir.crcment Reve nue Note ;
·101 , 'l11ERCFORE , BC IT ORnA!'/lJ) BY mi; en·; CW.ICU, OF THE CI 7'Y OF :::QD·DJO , COI.ffi/'110, TI!i\".':
Sectio J . The Cn•>le·"".lQG Urban Renewa l Aut hority Subor dina t e Tax
I nc rerec,t Revenue ote (I;ngle.ooc Dohn t a .n Recleveloprent Project) Ser i e s 1988A
i n t hr :->rincipa l arrount o f Seven HtmC.red Seventy-eight 'loousand Dol lars
($77 3 ,000 ) naxinrum with i nte r est at the r a t e of 8 .1'.i, per annum and a maturity
date rif 9ece,,,ber 1 , 2005 , is her eby aPf)r oved and accept ed . A c opy of said
not e is At tac hed he re t o anC i ncorr,o rated he re i n by referenc e .
Int rOCUCed , read i n full , arrendcC , ar:d ?c3-Ssed as an-ended o n first readinr, on the 7th day of Marc!'!, 1988 .
1988 .
1908 .
Published as arrended as a Bill for an Ordinance on the 9th day of March ,
Read by titlp and passed on f'nal reacting on the 28th day of March ,
Publisher' by title .J S Orclinc11ce ~:a ._[_, Scrie3 of 198d , on the 30th r,,:1 of ttarch , 1988 .
Att es t :
C4&a4 » u&&( _
Patricia II . Cr c,,,, City Cl erk
-l -
I , Patricia JI . Cr0,,1 1 c _ty Clerk f o r t he City of 1 ''1qlC\ , Coloracb ,
1
11."r Lby certify thP-alx:,vc and f o regoing i s .i true copy o( the Ordinance passed
"'n fina l r eudir: . .; and publis hed by title a .2 Or ·nunce tJo . J_, Series of 1988 .
Pat ricia 11. Cr ow
-2 -
I
I
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF ARAPAHOE
CITY OF ENGLEWOOD
ENGLEWOOO URBAN RENEWAL AUTHORITY
SUBORDINATE TAX INCREMENT REVENUE NOTE
(ENGLEWOOD DOWNTOWN REDEVELOPMENT PROJECT)
SERIES 1988A
$778,000
No. R-1 $:;73a-r000
(maximum)
INTEREST RATE: MATURITY DATE: ORiUINAL ISSUE DATE :
8.1\ per annum Decembet: 1, ZOOS Mi'rCh 2, 1988
REGISTERED OWNER: CITY OF ENGLEWOOD, COLORADO
SEVENT Y
PRINCIPAL SUM: A MAXIMUM OF SEVEN HUNDREO-E'IO!fl'Y EIGHT
THOUSAND DOLLARS, DRAWABLE AS DESCRIBED
HEREIN
KNOW ALL PERSONS BY THESE !>RESENTS that the Englewood
Urban Renewal Authority (the "Authori.ty"), a public body
corporate and politic duly organized and existing under the
laws of the State of Colorado, for value received , promises
to pay, solely from and to the exten t of the Subordinate
Trust Estate, as described herein, to the order of the
Registered Owner, named above, or registered assigns, on the
Maturity Date stated above, upon surrender hereof, the
Principal Sum evidenced by this note, subject to a maximum,
as stated above, a nd in like manner t o p ay interest on each
advance of all OL any portion of the Pr !ncipal Sum from the
date of each such advance at the Interes t Rate, stated
above, per annum, which interest shall be payable
semiannually on June land December l of each year after the
date hereof , commencing December 1, 1988, unti.l said
Principal Sum is paid, except as the pro vi sions hereinafter
set forth with respect to redemption of ttis note prior to
ma turity may become a ppli c ab l e her e t o . Th e princ ipal o f an d
pr e mium, i f any, on thi~ not e ar e payabl e in l awfu l mon e y of
th e U~ited St ates o f Ame ri ca at t he p r inc ip al co rpo rate
trust office o f the Authority , a s initi a l tru s t e e, or any
s ucce ssor tru s t ee a p poi n ted by t he Aulh o ri ty, or it s
s uc c e ssor in tru s t ( Lh e "Tru s t ee"). Pa yme nt o f int e r e st on
thi s not e shall be ma de to the He gi s t ered Own er he r eo f and
:h a ll be paid by c hec k or draft ir,aile d t o Lh e Regis t e r e d
, wn er at t l1 e address of s uc l1 Regis t e r e d Ow ne r as it appe a rs
o n the r eg i s tration boo ks o f t he Autho rity ma in ta ine tl by Lh e
Tr u stee in l l1 e ma nn e r a 11<l s ub ject t o tl1 e li11titatio 11 s se t
fo rth in the Subo rd i na te Re solution r e f e rr e d t o be l ow.
This note i & on e a c an author i z e d i s su e of not es
d e signated "E nglewo od U·~an He newal Au t ho ri ty, S·•bo rdinat e
Tax Inc r eme nt Reve nu e NJLe s (En g lewoo d Do wn tow 11
Re dev elo pmen t Pr o jec t) &e ries 1988A ," lim i ted , e xce pt as
provided wi t h r es pe c t t a Additi o nal Subo rdin alc De b t (a s
he reinafter d efi ne d), i n aggr egate princ ip a l amo un t to
,778 ,000 $,&&r980 (the "Series 1 98 8A Notes"), is s ued by the th e
Authority for th e pur pose o f pr o viding fund s Lo finan c e
cer tain of the activities of t he Authority in co nnec tion
with the Englewoo d Downtown Redevelopment Proj ec t (the
"Urban Renewal Project"), an urb a n r e ne wa l pr oject l oca t e d
i n an ar ea (the "Urban Re newal Proj e ct Area") within the
boundaries of the City o f Englewood , Co l o ra do (the "City").
The Series 1988A Notes are issued under the authority of the
Co1orado Urban Renewal Law, constitu ting Arti c l e 2 5, Title
31, Colorado Revised Statutes (the "Act").
The Series 1988A Notes are all issued und e r and are
equally and ratably secured by and entitled to the
protection of a Subordinate Note Resolution, dated as of
March 2, 1988, duly adopted by the Authority prior to and in
connection with the issuance of the Series 1988 Notes (which
subordinate note resolution, as from time to ti me amended
and suppl e mented , is hereinafter ref e rred t o as the
"Subordinate Resolution"), and pursuant to which the
Subordinate Tru st Estate (as d e fin e d the r e in) i s ple dg e d by
the Au thority t o s e cure the paym e nt of the p r i nc i pa l o f,
premium, ~f a ny, ar id interes t on the Serie s 1 988 A No tes.
The Subo.Jinate Re ~o lution provides that th e Authority may
her eafte r issue additi o nal obligations fr om t ime t o time
~nder certain term s and conditions s e t f o rth in t he
Subordinate Re s olution (referred to he r ~in a s th e
"Additional Subo rdinate Debt") an d , if is s ued, s u c h
Additional Subordinate De bt will rank on a par i ty with the
Series 1988A No tes a nd be equally and ra t ab l y ~ecured by and
en t itled to the protec tion of the Subordinat e Ht~oluti o n.
Th e Se r ie s 1988A Not e s and any Additional Subo rdi na t e Debt
are collec t i vely refe rred to herein a s th e "No t es ."
-2 -
I
I
I
Pursuant to the provi s ions of an Indenture of Trust,
dated as of December 1, 1985, by and between the Authority
a nd Th e Ce ntral Bank and Trust Company of Denver, d/b/a
Centra l Bank of Denver, as trustee (the "Senior Trustee")
(whi c h inde nture of trust, a s from t im e to time amended and
s upplement e d, is he r e inafter referred to a s the "Senior
Ind e nture "), the Autho r ity h as he r e tofor e i s sued its
"En g l e wood Urban Re new a l Autho rity, Tax Incre me nt Revenu e
Re [unding and Impr ovem e nt Bonds (Engl e wo o d Downtown
Re d e ve lo pme nt Pr o j e ct) Se ri es 1985A" in the original
aggr e gate principal amount o f $23,1 50,000 (the "S e ries 1985A
Bo nd s "), and its "Englewood Urban Renewal Authority, Tax
Incremen t Revenue Refunding Bond s (Englewood Doi;ntown
Re developme nt Proj e ct) Series 1985B " in th e origin a l
aggr e gat e principal amount of $7,045,000 (the "Se ries 1985B
Bond s "). As set forth in th e Se nior Ind e ntu re, the
Authority may issue under certain c onditions Additional Debt
which will be s e c ured on a parity und e r the Se nior Indenture
with the Serie s 1985A Bonds and the Seri e s 1985B Bonds . The
Series 198 5A Bonds, the Series 1985B Bonds and any
Additional Debt so issued by the Authority are herein
col l ectively referr e d to as the "Bon d s." As set forth in
th e Se nior Indenture, all Bonds are s~cured on a basis which
is ~e o ~or and supe rior to the security provided to the Notes
under the Subordinat e Resol u tion .
The Subordinate Trust Estate , which has been pledged to
pay the principal of, premi um, if any, a nd inter est on the
Notes from time to time Out standing, includes the Pledged
Subordinate Revenues (as hereinafter defined), all
unexpended proceeds of the Notes and any other funds or
property pledged by the Authority a s ~ecurity fo r its
obl iga tions under t he Subordi na te Resolution.
Under the Subordinate Resolution, "Pledged Subordinate
Re v enues" means the sum o f (a) all amounts from time to time
on deposit in the Subordinate Debt Fund cre ated u nder the
Se nior Indenture, and (b) all income derive d from the
investment and re\nvestment of the Subordinate Trust Funds.
Reference is hereby made to the Subo rdinate Resolution
for a further and more detailed description of the
Subordinate Trust Estate, the provisions , among others, with
respect to the natur e and extent of the security , the
righ ts , duties and oblig a tions of the Authority, the Tru stee
and the Registered Own e rs o f the No tes , the i ssuance of
Ad ditional Subordinate Debt and the te rms upon wh ich the
Notes are issue d and secured .
-3 -
This Note is transferable by the Registered Owner
hereof in pers on or by his or her attorney d uly a uth o rized
in writing at the principal corporate tru st off i ce of the
Trustee, but only in the ma nner, s ubj ect t o t he limitations
and upo n payme nt of the charges provided in the Subordinate
Resol ution, and upon surrender and ca n ce l lation of this
Not e . Upon s u c h transfer a ne w r e gistered Not e or Notes of
the same series and Lhe same maturity and of authorized
deno mination or cl e nomination s (or the sam e aqg L"egate
principal amount will be issued to the trans(eree in
exchange therefor. '!'he Auth o rity and Tru s tee ma y deem and
t r e a t th e Registered Ow n er hereof as the absolute owner
h e r eof (wh e ther or not this Note s hall be ove r d 11 e ) for the
purpose of rec e iving payment o f or o n account o ( principal
hereof and pren1i u1 n, if a11y, nnd interest d ue he reon and for
all other purposes, aniJ neither the Authorily nor the
Trustee shall be affected by any notice to th e contrary.
The Serie s 19881\ Notes are issuable a s fully registered
Notes withou t crupons in denominations of $1,000 and any
integral multiple ther eof. Subject to the limitations and
upon payme nt o( the fe es , taxes and gov e rnm enta l charges
provided in the Subordinate Resolution, the Notes may be
exc hanged f or a like aggregate princ ipal amoun t of Notes of
other authorize d denominations of the same ser!es and the
same maturity.
The Series 19881\ Note s are subject to redemption in
advance of maturity as set forth below:
The Series 19881\ Notes shall be subject to mandatory
redemption in whole, or in part (and if in p art, the Series
19881\ Note s shall be redeeme d by lot in such manner as \.he
Trustee shall determine), on any No te Payme nt Date at the
redemption prices (expressed as a pe rcentag e of principal
amount) of one hundred perce~t (100\) plus accrued interest
to the date of redemption f ro m and t o the exte nt th at
am o unts on d epos it in the Su bo rdinate Debt Ge rvice Fund
thirty (30) days prior to any Note Payment Date shall exceed
the Subordina t e De bt Se rvice Requirement payable on such
Note Payment Date.
In the ev e nt that any of the Series 19881\ Not B3 or
portions thereof (whi c h s hall be $1,000 or a ny in teg ral
mul tip le t h e r eo f) are called for redemption as aforesaid,
not ice t h reof identifying t he Series 19881\ Notes or
portion s thereof to be rede med will be given by the Trustee
by mai ling a copy of t he r edemp tion not ice by regi stered or
certified mail at l east thirty (30) day s pri or to the date
fixed for redemption to the Registered Owner of each Series
19881\ Not e to be r e de e med at the addres s show n o n the
-4-
I
I
registration books; provided, ho we v er, that failure t o give
such no tice by mai ling, or any defect therein, shall not
affect the validity of any proceeding (or the r edemption of
any Series 1988A Note or portion thereof with r espect to
which no such failur e ha s occurred. Any noti ce mailed as
provided above shall be conclusively presumed to ha ve been
given, whether or not th e Registered Owne r actually r eceives
the not ice. Notwithstanding any provision of the
Subordinate Re so lution to the co nt rary, no writ ten notice of
redemption shall be required to be giv e n to the City as
Registered Owner of any of the Notes. All Series 1988A
Notes so called for red emption sha ll cease to bear int erest
after the specified red emp ti on date provided that funds for
their redemption are on d e po sit at the place of payment at
that time.
THE SERI ES 1988A NOTES ARE ISSUED_fl!RSUANT TO AND IN
~TI!.!LCWS.IJ.Il[il.Ql'LAND LAWS OF THE STATE
Of COLORADO, IUU\TlC.UL AR !,¥_ TIIE ACT. ANJLB.!.fl....S-'1.M!.IJO_TI..U;;
/;UBORDINATE RESOLUTION WIIICJ..L..l!llS_J)EE;R_DULY AN D REGUL ARLY
,'IDOPTED_JJ.Y_Tii.l;;_J;_Ql:!!11.S.SJ_Q!ill_RS_OLl,J.1.TJ.L~ THE SER I ES J..lillA
liQTES ARE SPECiiik,_LIM ITED OBLIGATION~Qf_AUTIIORITY, SECURED
~UBORDINATE TRUST ESTATE_,__i:&_!2E..S.CJUJl_ElJ_Jj__E;RE lN. THE
.S.ERIES 1988A NOT ES PO NOT CON STITUTE A DEUT OF TIIE CITY OF
,!:: NGLEWOOD , COLQRfill_Q__,__TIULSJ:lLT f;_Q.L_COl&R_/\QQ_Q!LAJ'i.'i'.J'_QL_J._T.IJ;;.hl,
S..U~ION THEREOJ.::...___Af!!) NEI 'J'fl!IB_Tjl!LCJJ:X., TIIE STATE NOR ANY
Of THE POLITI CAL SUBDIVISIONS TIIEREQLl._S_LIABLE THEREFOR.
t!.£11.!lER THE COMMISS<illlfillS Of THE A\ITllQRJJ.:LliOR__llli'LJ:JIBS_QliS
EXE CUTING THIS SERIEJLl~OOA NOTE SIi/iLL BE PERSONALLY L tAD LE
FOR THIS SERIES 1980A NOTE .
The Registered Owner of this Ncte shall have no right
to enforce the provisions of the Subordinate Resolution or
to institute acti o n to enforce the covenants therein, or to
take any action with respect to any even t of default under
the Subordinate Resolution, or to institute, appear in or
defend any suit or other proceedings with respect the reto,
unless an event of default as defined in the Subordinate
Resolution shall have occurred. In certain events, on the
conditions, in the manner and with the effect set forth in
the Subordinate Resolution, the principal of all the Notes
issued under the Subordinate Reso lution and then Outstanding
may become or may be declared due and payable before the
stated maturity thereof, together with inter est accr,9d
thereon.
The Subordina te Resolut •~n permits, with certain
exceptions as provided the rein, the amendment thereof and
the modification of the right s and obligations of the
Authority and the righ ts of the Registered Owners of the
Notes at any time by the Authority with the consent of th8
Regist ~red Owners of two-thirds (2/3) in a ggregate principal
amount of the Notes at the time Out stand ing, as defined in
-5-
the Subordinate Resolution. Any such consent or waiver by
the Registered Own e rs o ( two-thirds (2 /3 ) of t he Notes shall
be conclusive and b i nding upon such Registe r e d Owner and
up on all futur e Reg i ste red Owners of this No t e and of any
No t e i ssued in replaceme n t he reof wheth er or not notation of
s uc h consent or waiver is made upon this Note . The
Su bo rdina t e Resolution also cont a ins provisions permitting
the Trustee to waive certain pas t defaults und er the
Subordinate Reso lution and th e ir consequences.
This Note shall not be valid or become o bligatory for
any pur pose or be e n t itled ~v any security or benefit under
the Subo r dinate Resolution until t he certificate of
authentication hereo n shall ha ve been signed on behalf of
th e Tr ust e ,:.
I t is hereby certified, recited and declared that all
acts, conditions and things required to e xist, happen a n1 be
performed precedent to and in the execution and d e livery of
the Subordinate Resolution and the issuance of this Note do
exist, have happe ned and have been performed in du e time ,
form and manner as required by law.
-6-
I
I
I
I
IN WITNESS WHEREOF , the Engl ewood Urban Renewal
Authority has caused th is Note to be e x ec uted i n its name by
t he facsimile or manu al signature of its Chairman and its
co rpor ate sea l to be hereunt o impressed or impr i nted hereon
and atte sted by th e facsimile or manual signat ure of its
Secr et ary, all as of t he date set forth be low .
AttEjSt~ ~L
By l__,_j_
Secretary of the Board
of Commissi o ne rs
[AUTHOR!TY'S SEAL]
ENGLEWOOD URBAN RENEWAL
AUTHORITY
TRUSTEE'S CERTIFICAT E OF AUTHENTICATION
This Note is o ne of the Notes of the issue described i~
the wi thin-me nti oned Subordinate aesolution of Trust.
Dated : 71/u.;L,f'fff
By ~,,-t[ f7. flAe,,
Aut!9rized Officer
-7-
(FORM FOR TRANSFER)
FOR VALUE RECEIVED, -,---""7"----,--• the unclersignccl,
hereby sells, assigns and transfers unto -----,:--c-:--(Tax
Identification or Social Security No. ----,-l (Please
Print or Type Name and Adclres ~ of Transferee) the within
note and all rights th e reunde :, and hereby irrevocably
constitutes and appoints -----:---attorney to transf er
the within note on the books kep t for registration tnereof,
with full rower of subs titution in the premi ses .
Dated:
di gna t ur e Guaranteed:
NOTIC E: S i g. •ture (s) must
be g uar ~1 ,: <' • • y a mem be r
f-i nr, c[: t i,.~ ;;\,w York Stock
Exchange _: a comme rcial
bank or trus t company.
NOTICE: The signature to thi s
a s signment mu s t correspond
with t he name as it appear s
upon the face of the within
not e i n every particular,
without alteration or
e nlargement or any change
whatever .
TRANSFER FEES MA Y BE REQUIRED
-P -