HomeMy WebLinkAbout1984 Resolution No. 021RESOLUTION NO .
SE RIES OF 1984
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO AUTHORIZING, APPROVING AND
DIRECTING THE CITY OF ENGLEWOOD, COLORADO TO ENTER
INTO A CERTAIN COOPERATION AGREEMENT WITH FIRST
NATIONAL BANK OF ENGLEWOOD; RATIFYING CERTAIN
ACTIONS HERETOFORE TAKEN; AND REPEALING ANY ACTION
HERETOFORE TAKEN IN CONFLICT HEREWITH.
WHEREAS, the City of Englewood, Colorado (the "City") is
a municipal corporation and home rule charter city duly
created, organized and existing under the Constitution and
laws of the State of Colorado; and
WHEREAS, the City pursuant to the Colorado Urban Renewal
Law, Section 31-25-101, et sec., Colorado Revi sed Statutes
(the "Act") has approv ed and author ized the "Englewood
Downtown Redevelopment Plan," as an urban renewal plan under
the Act (the "Plan"); and
WHEREAS, in order to facilitate the i mp lementati on of
the Plan and to assist the Englewood Urban Renewal Authority
(the "Authority") in the issuance of its Tax Increment Bond
Anticipation Notes, Series 1984, in the a ggre g ate principal
a mount of SlS,800,000 (the "Series 1984 Notes") there has
been presented to the City Counc i 1 a Cooperation Agreement
dated as of June 1, 19 84 ( the "Cooperation Agreement")
between the City and First National Bank of Englewood ( the
11 Trustee 11
) •
NO~/, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ENGLEWOOD, COLORADO:
Section 1. All actions not i n c o nsiste nt with the
provisions of this Resolution heretofore taken by any of the
officials of the City and the efforts of the City d i rected
toward the implementation of the Pl an ~hall be, and the same
hereoy are ratified, approved and confirmed.
Section 2. The form, terms and provisions of the
Cooperation Agreement shall be and the same hereby are
authorized and approved, and the City shall enter into the
Cooperation Agreement substantially in the form of the
Cooperation Agreement as presented to the City Council of the
City at this meet ing, but with such changes therein as shall
be consistent with this Resolution and as the Mayor of the
City Council of the City shall approv e , his exe c ution thereof
being deemed conclusive of his approval of any auch chan,;iea.
The Mayor of the City Council of the City ia h c .:eby
authorized and directed to execute and deliver the
Cooperation Agreement for and on behalf of the City in
substantially the form of such document presented at this
meeting . The ex officio City Clerk-Treasurer is hereby
authorized and directed to affix the seal of the City to, and
to attest to, the Cooperation A,;ireement in substantially the
form of such document presented at this meeting.
Section 3 . After the Series 1984 Notes are issued by
the Authority, this Resolution shall be and remain
irrepe al able, and may not be amended except in accordance
with the Indenture of Trust dated as of June l, 1984, between
the Trustee and the Authority, until the Series 1984 Notes
and interest thereon shall have been fully paid, canceled and
discharged by the Authority in accordance with the
Inde nture .
Sec t ion 4. If any section , paragraph , clause or
provision of this Resolutior, shall for any rP.ason be held to
be invalid or unenforceable , the invalidity or
unenforceability of such section, paragraph, clause or
prov i si on shall nut affect any of the remaining provisions of
this Resolution .
Section 5. All bylaws, orde r s, resolutions and
ordinances, or parts thereof inconsistent herewith or with
the document hereby approved are hereb y repealed to the
extent only of such inconsistency. Thi s repealer sha.11 not
be construed as reviving any bylaw , order, res o lution or
ordinance, or part thereof.
Section 6. This Resolution sha ll be
afte r its final passage by the City Co unc il.
APFR OV ED M'D AD OP TED THIS ft/2 DAY OF
in effect from and
JUNE 1984.
CITY OF ENGLEWOOD, COLORADO
Attest:
{SEAL]
B\( <;f i fa' fr /;l:Af%-
Treasurer
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I
I, Gary R, Higbee, ex officio City Clerk-Treasurer of the
city of Englewood, Colorado, hereby certify that the above and
fore;J~ng is a true, accurate and complete copy of Resolution
No. , Serie& of 1984. ·
COOPERATION AGREEMENT
THIS COOPERATION AGREEMENT, dated as of June l, 1984,
and any ~mendments or supplements hereto made in acc o rdance
herewith (collectively, this "Cooperation Agreement '') is
made by and between the CITY OF ENGLEWOOD, COLORADO (the
"City"), a inunicipal corporation and home rule charter city
orqanizerl and existing under the constitution and the laws
of the State of Colorado (the "State"), and FIRST NATIONAL
BANK OF ENGLE WOO D, a nat iona l banking a ssociation duly
organiz ed and existing under and by virtue of the laws of
the Un ited States of America ( the "Trustee").
WITNESSETH :
WHEREAS , the Englewood Urban Renewal Authority (the
"Au thority") is a public b ody corporate and politic, and has
been dul y created , organized, e s tablished and authorized by
the Citv to transact busines s and exercise its powers as an
urban renewal authority, all under and pursuant to the
Colorado Urban Renewal Law _. Sec tion 31-25-101 et ~-,
Colorado Re vised Statute s (the "Act"); and
IIHEREAS, on August 23, 1982 an urban renewa l plan,
known as t he "Englewood Downto,m Redevelopment P lan" (the
"Urban Renewal P lan") was duly and regularl y a ppro v ed by the
Ci ty Council of the Ci ty and pursuant to the Urban Renewal
Plan and the Act, t he Authority and the Ci ty i ntend to
participate in the desig n and construction of Little Dry
Creek !J.ood control i mprovements , land acquisition and
relocation..c:s, and certain street and uti l i ty co ns truc tion and
impr o v eme nts (colle ctively re fe rre d to herein as the
11 Project "); and
WHEREAS, the
renewal area ( the
Renewal Plan; and
Proj e ct
"Proje ct
is located withi n the u ::-ban
Area") designated in the Urban
WHEREAS, all applicable requirements of
other provisi ons of law for and precedent to
and approval of the Urba n Renewal Plan have
compli ed with by the Au tho i t y and the City ; and
the Act and
the adopti on
been duly
WHEREAS, the Authority and the City in order to p rovide
the Authority an operating staff, start-up services,
oper ational facilit ies a:,d fu ndi ng , in add i tion to
classifying certain other co operative acti v ities, on May 2,
1983 entered into a certain agreement entitled Operating
Agree men t between the i ty and the Authority ( the
11 Agreement.,); and
WHEREAS, pursuant to Secticn 31-25-109 of the Act, the
Authority has the power and authority to issue "bonds"
(defined by the Act to mean and include notes, interim
certific1<tee or receipts, temporary bonds, certifi c ates of
indebtedness, debentures or other obligations) to finance
the activities or operations permitted and authorized to be
undertaken by the Authority under the Act; and
WHEREAS, pursuant to a Resolution adopted by the
Authority on June _, 1984 (the "Resolution") and ,an
Indenture of Trust dated as of June l, 1984 ( the
"Indenture" ) between the Authority and the Tn,stee , in order
to finance certain undertakings in connection with the
Project, the Authority is issuing $15,800,000 in aggregate
principal amount its Tax Increment Bond Anticipation Notes,
Series 1984 (the "Series 1984 Notes"); and
WHER EAS , the Series 1984 Notes are special, limited
obligations of the Authority and are secured under the
Indenture by an irrevocable pledge of the Trust Estate (as
defined in the Indenture), which includes certain tax
increment revenues (the "Pledged Revenues"), cons i sting of
certai n of the City's incremental sales taxes . collected
withi ~ the Sales Tax Area, as such term is defined in the
Indentu re (the "Pledged Sales Tax Revenues") and certain
prope~ty tax revenues cc,l lected with respect to incremental
increases in asses sed valuation of properties within the
Proj ect Area (the "Pledged Property Tax Revenues"); and
\>1iE REAS, in accordance with the Act, the Resolution and
the Indenture, the Pledged Sales Tax Revenue s consist of
that portion of the sales taxe s collected each year in the
Sales Tax Area by the City over and above those collected in
the Sal :s Tax Area by the City during the base year period
ending August 31, 1982 (su ch amount be i ng equal to $725,669)
and required to be allocated to t he Auth o rity after certain
deductions, as rno re fully described herein ; and
WHEREAS, the Pledged Property Tax Revenues consist of
that portion of ad valorem property taxes produced each
fi seal year by the levy at the re specti\·e rates fixed e a ch
year by all taxing e n tities in the Pro j e ct Area upon that
p o rtion of the valuati on for a ssessment of all taxable
property within the Project Area whi c h i s in e x ces s of the
valuation for assessment of all t a xable property within the
Project Area on the property tax base date of August 31,
1982 (su ch amo u nt b eing equal to $20 ,576,3 7 0); and
WHERE AS, the City i s d uly organi~ed and existing a s a
muni cipal corpo ration and h ome rule charter city u nder the
Colorad9 Const i tuti on and the laws of the State of Co lorado;
and
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WHEREAS, pur s uan t to Part l, Article 2, Title 29,
Co lorado Rev i sed Statute s the City imposes a three percent
(3 ¾) municipal sales tax which are collected by the City on
or before the 20th d a y of each month for the prior month and
sales tax revenues collected from the Sales Tax Area each
month over ftnd above the Sales Tax Base Year (as defined in
the Indenture) are credited to the City's Tax Increment
Fund; a n d
WHE REAS , pursuant to the Act, that portion of ad
valorem property tax es produced for each fiscal year upon
that portion of the valuation for a sse s sme n t of all taxable
prope rty withi n the Project Area a bove t~e Property Tax Base
Date amount is credited by the City to the Authority a n d the
tax revenu e s are receiv ed by the City from Arapahoe County,
Colorado ( the "County") on or about the 15th day of each
mo nth ; and
WHEREAS, the City and the Tru s tee pursu ant to the terms
and conditions of thi s Cooperation Agreement are desirous of
reaching certain understandings i n orde r to further secure
the Se r ies 1984 No tes a nd fac i l i tate the implementation of
the Urba n Rene wa l Plan.
NO\-/, THEREFOR E, !N CO NS IDE RATION OF THE FORECO!NC , THE
TRUSTEE AND THE CITY HE REBY ACRE E AS FOLLOWS:
Se ct i o n l . Ratificati o n o f P r ior Ac ts. All actions
no t i nc onsistent wi th the p r ov i sions o! this Coop e ration
Agreeme n t h e retofore t a ken by a n y of the o f ficials of the
Ci ty, t he Trustee or th e l\uthori t y and t he ef f orts o f the
Au thor i ty and the City directe d tow a i;d t he issuance , sale
a n d delivery of the Seri es 1984 Notes and the acqui si tion,
con stru ction and c omp leti on of the P r o j ec t s ha).l b e, and the
same, he r eby are, rati fi ed , app rov ed and co nfi r me d .
Se c t i on 2. Ame n d ment of Urb a n Re n ew al Plan . The Ci ty
c o v e n a n ·c ; a nd a gree s th a t it sha ll c oop era te wi th the
Au thor i t y and the Trustee i n carryi ng out and co n tinuing to
c om pleti on, wi th all prac t ic a b le d ispatch a nd i n a sound and
e c onomical ma nne r , the Urban Renew a l l\utho ri ty Proj e ct in
a c cordanc e with t h e d u t y o f t h e l\uthor i ty so to do u nder and
i n a ccordanc e with the Urban Re newa l Plan , the Ac t a nd the
Ind e n ture. The Ur ban Renewal P l an may be a mende d, b u t no
amendment s h all be app r ove::! b y the City unle ,:;s the Au t h o r ity
and t h e Ci ty sh a ll hav e re c,ive::I an o p ini o.• of Ind e pendent I
Co uns el ( a s d ef ined in the I n d enture) t o the effect that
such ame ndm e nt wou ld n o t sl,:>r t a n ti a ll y impair the securit y
fo r t h e Not e s or t h e ri ghts of t l·e No teho lde r s .
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Section 3 . Co ll e ction of Pledge d Revenue s. Th e City h ere-
by agrees t o a ss ist the Authority and the Trustee by pur s uing
ell of the l awf ul procedures and r e med ies available to it in
orde r to coll ect the Pledged Rev e nues for which the City i s
res pons i ble on a time l y bas is. The Ci ty further covenants to
depos it the Pledged Revenues in the possession of the City
directly with th e Tr uste e et the time and in the manner set
forth in the provision s of Article IV of the Indenture. To the
ext ent lawfully po ss ible , the City will take no ~ction which
would have the effect of reducing se'li,s tax co llect i on which
const itut e Pledged Revenues unde r the Indenture. Any p rovision
of th e Agreemen t impacting upon th e security of the Series 1984
Notes is hereby subordina ted to th e terms of the Indenture.
The City a g re es t o inform th e Urban Renewal Autho rity of the
amount of such sale s to deposi t to the Tru a tee. In th e event
that an y cooperation or other agreeme nt s h a ll b e nec e ssar y or
ap propr iate in order to accomp li sh the collection s of Pledged
Revenues under the Indenture or the accomplishment of t he Pro-
ject, t he City agrees to take all s uch action a s shall be nec-
essary to be undertaken by the City in 01der to a pp rov e s uch
c ooperation a greements .
Se ct ion 4 . Am endm e n ts and Wa ivers . No amendment or •'aiver
of an y provision of this Coo p e rat ion Ag re eme nt, n or cons ent to
an y depart ure herefrom, in any eve nt s hall be effective unless
the sam e shall be in writing and signed b y th e parties h e r e to,
and t hen such wa iver or consen t shall b e ef fec t ive on l y in t he
specific i nstance and for the specific pur pos e f or whi ch given.
Notwi t hs tan din g th e foregoi ng, no a mendme nt or waiver o f t his
Co o pe rat i on Agreement wh ich sh a l l affec t the ri gh ts an d ben efit s
of t he No teho lders (as defin ed i n the Indenture) sha ll beef-
f ec tive until the r equirements of the Ind en t ur e shal l have been
satisfied .
Se ction 5. Not ice s . Al l notices an d other comm uni c ations
b e t ween the Au t hority , th e Trus te e and the City shall be in
writ i ng , sha ll be deeme d given when received and, except as
othen,i s e p rovided , shall be mailed by re gis tered or cer tifie d
mai l, r et urn receipt reque s ted , or deliv ere d and r eceipt t h e re-
o f acknowl ed ged t o the fol l owing addresses: if to th e Authority,
at the En glewood Urban Renew a l Author i ty, 3400 South Elati St ree t ,
Eng l ewoo d, Colorado 801 1 0, Attention : Execu t ive Dir ector , i f to
th e Trustee, at Firs t Nationa l Bank of Englewood, 333 West Hampden,
Eng lewood, Co lorado 80110 , Attention: Corporate Trust Department
and if to the City at City o f Eng lewoo d, Colo ra do , 340 0 South
Elati Street, Englewood, Col orado 80 110, Attenti on : Mayor. The
parties hereto and the Trus t ee ma y, by no tice given hereunder ,
designate any further or different addr esses t o whi ch s ub sequ en t
notice s or o t her communication s between the p arties her eto and
the Tr ustee shall be sent.
Sect i on 6. Se verabilit v. A.r1y provi s i on of th is Co-
o pe ration Agree ment which i s prohibi ted, unenfor ce able or
not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such
prohibition, unenforceability or lack of authorization
without affecting the validity, enforceability or legality
of such provision in any other juri &diction.
Section 7. Governing Law. This Cooperation Agreement
shall be governed by, and construed in accordance with, the
laws of the State of Colorado.
Section 8. Headings. Section headings in this
Cooperation Agreement are included herein for convenience of
reference only and shall not constitute a part of this
Cooperation Agreement for any other purpose .
IN WITNESS WHEREOF, the parties hereto have caused this
Cooperation Agreement to be duly executed and delivered by
their respective officers thereunto duly authorized as of
thE' date first above written .
!SEAL}
Attest:
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CITY OF ENGLEWOOD, COLORADO
(City)
0
By ,k_;,<Ceµ.-~~u 7j. ,~
Ma yor/
FI RST NATIO N!>.L bP.N K OF
ENGLEWOOD(Trustee)
I