HomeMy WebLinkAbout2003-12-08 (Special) Meeting Agenda PacketI . Call to Order
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ENGLEWOOD CITY COUNCIL
ENGLEWOOD, ARAPAHOE COUNTY, COLORADO
Special Meeting
Monday, December 8, 2003
The special meeting of the Englewood City Council was called to order by Mayor Garrett at 6 : 10 p.m .
2. Invocation
The invocation was given by Council Member Barrentine.
3. J'ledceofAlleglance
The Pledge of Allegiance was led by Mayor Garrett.
4. Roll Call
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Present: Council Members Tomasso, Moore, Barrentine, Garrett., Bradshaw,
Wolosyn
Absent: Council Member Yurchick
A quorum was present.
(Clerk's Note : Council Member Yurchick arrived at 6:12 p.m .)
Also present :
S. Replar Apnda
City Manager Sears
City Attorney Brotzman
Assistant City Manager Flaherty
Deputy City Clerk White
Director Gryglewicz, Finance & Administrative Services
(a) Approval of Ordinances on First Reading
Mayor Garren said this is a special meeting with one item on the agenda. Council Bill No. 92, and that is
all we will discuss this evening.
(i) Director Gryglewicz presented a recommendation from the Department of
Finance and Administrative Services to adopt an Emergency Bill for an Ordinance authorizing the issuance
of Golf Course Enterprise Revenue Refunding Bonds. He said this will establish an escrow account for the
proceeds of those bonds to pay off the current 1994 Golf Course Bonds. He noted it prescribes lhe form of
bonds, provides for payments of debt service and other details related to the bonds . The Golf Course
Bonds were issued in 1994 for S4,045.000.00. Those are the bonds that built the nine-hole par three course,
expanded the Club House and also built the teaching facility . Director Gryglewicz said we are refunding
this year for a couple of reasons. First of all, we are going to take advantage of low illlereil rates, which are
probably a little over 2 percent on the short end and 5.7 percent on the long end . He ,tatcd we are, also,
going to extend the maturity of these bonds that would have been paid off in 10 years. to another 10 years .
It ts going to reduce debc service payments. which will give the golf course a lot more flexibility, especially
during this time of much more competition, and it will allow us to keep our rates lower . In 10 years if it
looks hkc we have built up our retained earnings. we will retire some of these bonds, and realiu more
savi ngs . Director Gryglewicz said currently debt services averages almost $380,000.00 a year. With this
refunding. we are looking al about $240,000.00. which will provide us a lot of flexibility .
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Englewood City Council
December 8, 2003
Pagc2
Mr. Oryglcwicz said wc arc looking at second reading a week from today.
Mayor Garrett asked if the re were an y questions.
Council Member Yurchick asked how much additional interest would we pay in tocal by extending thcac bonds .
Director Gryglcwicz said wc haven't finished the entire deal yet, but we will pay a little bit. Al I said
earlier, wc will look at refunding IOllle of the long bonds in ten years, so wc will have savings. When I get
that entirely finilhed, I will ha"Yc that for you.
Mayor Garren asked if there were any other questions. There were none.
COUNCIL MEMBER BRADSHAW MOVFJ>, AND IT WAS SECONDm, TO APPROVE
AGENDA ITEM 5 (a) (I) -COUNCIL BILL NO. 92.
COUNCll. Bll.L NO. 92, SERIES OF 2003, INTRODUCED BY COUNCll. MEMBER BRADSHAW
A Bll.L FOR AN ORDINANCE AUTHORIZING THE ISSUANCE OF GOLF COURSE EN'J'ERPRJSE
REVENUE REFUNDING BONDS .
VoteRaalts:
Motion carried .
Ayes : Council Members Barrentine, Moore, Bradshaw, Garrett. Wolosyn,
Yurchick, TOIIIISIO
Nays: None
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TO ADJOURN. The meetin1adjourneda16:IS p.m.
AGENDA FOR THE
SPECIAL MEmNG OF
THE ENGLEWOOD CITY COUNOL
MONDAY, DKEMBEI 8, 2003
6:00 P.M.
Englewood Civic Cenie--Council Chambers
1000 Englewood Paitcway
Englewood, co 80110
1. Call to order. '1 : 10 pm.
2. Invocation. J~~
3. Pled~e of Allegiance.~
4 . Roll Call . t~ /ai.,.a,i:l-{f~) ·
c~~)t.oti,: ~r,~ YUA.(!,/uc.,L ~ d:f ,:1~p-lY\·
5 . Regular Agenda.
a. Approval of Ordinances on First Reading.
Adjournment.
Council Bill No. 92 • Recommendation from the Department of Finance and
Administrative Services to adopt an Emergency BIU for an Ordinance
authorizing the issuance of Golf Course Enterprise Revenue Refunding /). _ ~ _ I .
Bonds. STAFF SOURCE: Frank Gryslewlcz, Director of Rnance and~
Administrative Services.
6:15 p-m·
Please note: If you have a disability and need aUJCilwy aids or services, please notify lhe City of Entlewood
(303 -762 -2405) at least 48 hoL , in advance of when services 1tt needed. Thank
1. Call to order.
2 . Invocation.
3 . Pledge of Allegiance.
4 . Roll Call .
5. Regular Agenda.
AGENDA FOR THE
SPECIAL MEmNG OF
THE ENGLEWOOD cnv COUNCIL
MONDAY, DECEMBER 8, 2003
6:00P.M.
Englewood Civic Center -Council Chambers
1000 Englewood Parkway
Englewood, CO 80110
a. Approval of Ordinances on First Rea din g.
i. Council Bill No. 92 -Recommenda tion from the Department of Finance and
Administrative Services to adopt an Emergency Bill for an Ordinance
authorizing the issuance of Coif Course Enterprise Revenue Refunding
Bonds. STAFF SOURCE: F.-ank Gryglewic:z. Director of Finance and
Administrative Services.
Adj o u rnment.
f'tease note: If you have a disability and need au>ciury aids or services, please notify the City of Entlewood
(303-762-2405) at least 43 hours in adv~e of when services~ needed. Thri
COUNCIL COMMUNICATION
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Date Agenda Item Subject
December 8, 2003 5a i Proposed Emergency Bill For An
Ordinance Authorizing The Issuance of
Golf Course Enterprise Revenue
Refundina Bonds Series 2003
Initiated By Staff Source
Department of Finance and Administrative Frank Gryglewicz, Director
Services
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
City Council has not formally taken any action regarding the issuance of these bonds, but the subject
was briefly discussed with City Council at the study session on November 24, 2003.
RECOMMENDED ACTION
Staff recommends Council approve the attached bill for an ordinance authorizing the issuance, not to
exceed $3 ,000,000 in Golf Course enterprise revenue refunding bonds . The proceeds from the sale of
these bonds will be used to refund the City's Golf Course Revenue Bonds, Series 1994.
This emergency ordinance not only authorizes the issuance of the bonds, but also establishes an
escrow account for refunding the existing bonds, prescribes the form of the bonds (book entry),
provides for payment of the bonds from golf course operations, and other details and approving
documents in connection with the bonds.
The interest rates on these bonds are expected to range from 2.05 -5. 70 percent.
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, indoor teaching facility). 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 to 2024 . This will provide financial flexibility by
lowering debt service during a period of increased uncertainty and competition for golf player
participation .
This bill for an ordinance is being passed by emergency ordinance so the bonds can be issued in 2003
to take advantage of "bank qualified" provisions . Second reading of this bill for ordinance will be
December 15, 2003 and the 30-day referendum period will not be required per changes to City Charter
Section 41 approved by citizens at the election held November 6, 2001.
FINANCIAL IMPACT
This action should not have a direct impact on the City's financial condition , as the debt service
requirements are solely the responsibility of the Golf Course Enterprise Fund .
LIST OF ATTACHMENTS
Proposed bill for an ordinance
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ORDINANCE NO.
SERIES OF 2003
BY AUTHORITY
A BILL FOR
COUNCIL BILL NO . 92
INTRODUCED BY COUNCIL
MEMBER~~~~~-
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 2003, FOR THE PURPOSE OF
REFUNDING THE CITY'S GOLF COURSE ENTERPRISE REVENUE BONDS, SERIES 1994;
ESTABLISHING AN ESCROW ACCOUNT FOR SUCH REFUNDING AND PAYING THE COSTS
THEREOF; 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 tenns used in this preamble shall have the
meanings set forth in Section I of this Ordinance); and
WHEREAS, the City has heretofore established, operated and maintained, through its Golf
Course Enterprise, the Englewood Municipal Golf Course; and
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 I O"/o 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 through its Golf Course Enterprise, has duly authorized, sold,
issued and delivered its Golf Course Revenue Bonds, Series 1994 in the original principal amount of
$4,045,000, of which $2,830,000 in aggregate principal amount is currently outstanding; and
WHEREAS, the Series 1994 Bonds arc subject to prior redemption on December I, 2004, 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 1994 Bonds are payable at J .P . Morgan
Trust Company, National Association, as paying agent; and ·
WHEREAS, pursuant to Section 106 of the City Charter, the City may issue refunding bonds by
ordinance, without an election, for the purpose of paying outstanding bonds of the City; and
WHEREAS, George K. Baum & Company has presented a proposal to the City to advance refund
the Series 1994 Bonds through the issuance of Golf Course Enterprise Revenue Bonds, Series 2003, and
the Council has determined that the negotiated sale of the Bonds to said company ia to the best advanta,e
of the City; and
WHEREAS, the net proceeds derived from the sale of the Bonds shall be placed in the special
fund and trust account herein authorized, for the purpose only of p1yin11 the Refunded Bonds
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Requirements as the same become due and payable to and including the Redemption Date, all as is more
particularly hereinafter set forth; and
WHEREAS, the Series 1994 Bonds will be defcased 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 authority to the Sale Delegate to determine the Dated
Date, interest rates and annual 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.
"Acts" means the Charter; and Title 11, Article 57, Part 2, C.R.S.
"Bank" means The Bank of Cherry Creek, a branch of Western National Bank.
"Beneficial Owner" means any person for which a Participant acquires an interest in the Bonds.
"Bond Account" means the "Golf Course Enterprise 2003 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 Counser' means (a) as of the date of issuance of the Bonds, Kulak 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.
"Bonds" means the Golf Course Enterprise Revenue Refunding Bonds, Series 2003, authorized
by this Ordinance.
"Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking
in stitutions · n 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 1ovemmental units u prescribed by the Governmental
Ac count Standards Board, arc properly cbarJeable u capital items .
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"Cede" means Cede & Co., the nominee of OTC as record owner of the Bonds, or any successor
nominee of OTC with respect to the Bonds.
"Cerrified Public Accounrant" means an independent cenified public accountant within the
meaning of§ 12-2-11 S, C .R.S., and any amendment thereto, licensed to practice in the State of Colorado.
"Charter" means the home rule Chancr 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 a11d 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 dcfcased 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 punuant to the
authorizing documents which arc 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, ii 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-IDOlldl period, two-
hundred basis points above the rate borne by said securities on their date of issuance.
"Continuing Disclosure Undertakinfl' means the Continuina Disclosure Undertaking of the City
executed and delivered by the City in connection with the i11uance of the Bonds to faciliwc compliance
with Securities and Exchange Commission Rule 1Sc2-12 (17 C .F.R. § 240.1Sc2-12).
"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.
"Co uncif' means the City Council of the City acting as the governing body of the Golf Course
Ent erprise .
"C.R.S." means the Colorado Revised Statutes, as amended and supplemented u of the date
hereof.
"Dated Date" means the dated date for the Bonds as established in the Sale Certificalc.
"Defeasance Securities" means bills, cenificates of indebtedness, notes, bonds or similar
securities which arc direct non callable obliptions of the United States of America or wbicb are fully and
unconditionally guaranteed as to the timely payment of principal and interest by the United Swa of
America .
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"Depository" 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 Trust Company, New York, New York, and its successors and
assigns.
"DTC Letter of Representations" means the OTC Letter of Representations from the City to OTC,
dated December 29, 1998, to induce DTC to accept securities of the City as eligible for deposit at DTC.
"Event of Default" means any one or more of the events set fonh in the Section hereof entitled
"Events of Default."
"Escrow Account" means the account established for payment of the Refunded Bonds pursuant to
the Escrow Agreement.
"Escrow Agent" means J .P . Morgan Trust Company, National Association, 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 J .P. Morgan Trust
Company, National Association relating to the administration of the Escrow Account.
"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.
"Fiscal Year" means the 12 months commencing January I 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 refundin&
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
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Improvements or for other purposes resulting in the general unavailabiliiy thereof, except to the extent
any such moneys shall be received as payments for the use of the Golf Counc 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 in 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 ammdcd.
"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 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 connection 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 Defeasance Securities sufficient to meet all of the payment requirements of the
principal of, interest on, and any premium due in connection with the redcmpcion 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 "Defeuing;" and .(d) any lost, apparently destroyed, or
wrongfully taken Bond in lieu of or in substitution for which another bond or other security shall have
been executed and delivered.
"Owner" means the registered owner of any Bond, as sbown 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 :-let Revenue which is on a parity with the lien of the Bonds .
·· Parity Reserve AmoU11t" means, as of any date on which it is calculated with respect to any issue
of Parity Lien Bonds, the least of (a) 10-/e 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) 12S% of the averqe
annual debt service on said Parity Lien Bonds; provided, however, that the Parity Reserve Amount may
be I'!'' Jce d if, in the opin.ion of Bond Counsel, the funding or maintenaDCe of it at the level odlerwise
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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 OTC or another Depository holds the Bonds.
"Paying Agent" means the Bank, or its successor, which shall perform the function of paying
agent with respect to the Bonds.
"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.
"Permitted Investments" means any lawful investment permitted for the investment of funds of
the City by the Chaner 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 fonh in the Sale Cenificate.
"Principal Subaccount" 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.
"Project" means the capital improvements financed with the proceeds of the Refunded 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.
"Purchaser" means George K. Baum & Company, the original purchaser of the Bonds.
"Rating Agency'.' means Fitch IBCA., Moody 's Investors Service, Inc . or Standard & Poor 's
Ratin gs Services, a Division of The McGraw-Hill Companies, Inc.
' "Reco rd Date" means either (a) the fifteenth day o( 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 Pay ment date is the fifteenth day o f the month.
"Redemption Date" means December I, 2004 .
"Refu nded Bonds" or "Series 1994 Bonds" means the Golf Course Revenue Bonds, Series 1994,
as authorized by the Refunded Bonds Ordinance.
"Refunded Bonds Ordinance" means the City's Ordinance No. 7, Series 1994.
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"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 t ~,ued on the Refunded Bonds to
the Redemption Date .
"Refunding Project" means the advance refunding of the Refunded Bonds and other purposes for
which the proceeds of the Bonds may be expended under the Acts, including, but not limited to, making
deposits to the Escrow Account and the Bond 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 aMual debt service in any calendar
year on the Outstanding Bonds or (c) 125% of the average annual 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 amount and replacement fund .
"Reserve Account" means a special account of the City designated as the "Golf Course Enterprise
2003 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, insurance policy, letter of credit, investment
agreement, investment contract or similar instrument
"Sale Certificate" means the cenificate executed by the Sale Delegate under the authority
delegated pursuant to this Ordinance, including but not limited to the Sections hereof entitled "Bond
Details," "Prior Redemption" and "Authorization to Execute Documents" which set fonh, among other
things , the Interest Payment Dates, the Principal Payment Dates, mandatory sinking fund payment dates,
the prices at which the Bonds will be sold, the Dated Date, the first interest payment date for the Bonds,
the Redemption Date, and the interest rates and annual maturing principal for the Bonds, as well as the ·
dates on which the Bonds may be redeemed and the redemption prices therefore, and the authority to
execute the Bond Purchase Agreement.
"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 Cenificate, 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 theirs terms.
Section 2. Autborizatloa . In accordance with the Constitution of the State; the Acts; 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 Refunding Bonds, Series 2003," in the aggregate
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principal amount of not to exceed $3,000,000, for the purpose of paying the costs of the Refunding
Project. The accomplishment of the 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) Mlllllrily Dates, Principal Amounts t111d Interest Rates . The Bonds shall marure
on the dates 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 Cenificate;
provided, however, that the final maturity of the Bonds shall be no later than December 31, 2024.
The Council hereby delegates to the Sale Delegate the authority to determine the Dated Date, the
price at which the Bonds will be sold, the amount of principal of the Bonds maturing in any
panicular year and the rate of interest on the Bonds ; however, the interest rate of the Bonds must
be lower than the rate for the Refunded Bonds .
( c) Accrual and Dates of Payment of Interest. Interest on the Bonds shall accrue at
the rates set fonh in the Sale Cenificate, 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 Fonn of Pay•ent. 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 sha ll 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) /look-Entry lle1istr11tion . Notwithstandina any other provision hereof, the
Bonds shall be delivered only in book-entry form reaistered in the name of Cede cl Co., as
nominee of DTC , acting as securities depository of the Bonds and principal of and interest on the
Bonds shall be paid by wire transfer 10 DTC ; provided, however, if II any time the Payina Aaent
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detennines, and notifies the City of its detennination, that DTC is no longer able to act as, or is no
longer satisfactorily perfonning 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) tenninate the book-
entry registration system and reregister the Bonds in the names of the beneficiai 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 determination made by the Paying Agent pursuant to the
proviso at the end of the immediately preceding sentence or (B) any action taken to implement
such detennination 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 arc reregistered .
Secdon 4. Prior Redempdon .
(a) Optionlll Redemption . The Bonds shall be subject to redemption at the option of
the City, in whole or in part, and if in part in such order of maturities as the City shall determine
and by lot within a maturity on such dates as set forth in the Sale Certificate. The Council hereby
delegates to the Sale Delegate the authority to dctennine the dates on which the Bonds shall be
subject to optional redemption and the redemption price or prices at which such redemption may
be made .
(b) Mondotory Sinking Fund Rede111ption . 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 . The
Council hereby delegates to the Sale Delegate the authority to determine the principal amounts
and dates on which the Bonds shall be subject to mandatory sinking fund redemption. 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 d•te 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 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) Rede•ption Procedures . If less than all of the Bonds within a maturity arc 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 Rqistrar shall determine . The Bonds
shall be redeemed only in integral multiples of SS ,000. In the event a Bond is of a denomination
larger than $5,000, a ponion of such Bond may be redeemed, but only in the principal amount of
S5 ,000 o r any integral multiple thereof. Such Bond shall be treated for the purpose of redemption
as that number of Bonds which results from dividin1 the principal amount of such Bond by
$5 ,000 . In the event a ponion of any Bond is rcdccmed, the Bond Rqistrv shall, without cbarae
to th e Owner of such Bond, authenticate and deliver a replacement Bond or Bonds for the
unredee med ponion thereof.
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(d) Redemption Notice. Notice of any redemption of Bonds shall be given by the
Paying Agent in the name of the City by sending a copy of such notice by 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 5. 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 6. 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 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) Authentic•tion. When the Bonds have !;:!'-en 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 9f 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 OTC Letter of Representations and other
procedures established with the consent of OTC 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 OTC and the
Paying Agent for credit to the Participants and the Beneficial Owners.
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Section 7. Registration, Exchange and Transfer of Bonds; Persons Treated u Ownen.
(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 coMection 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 begiMing 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 begiMing 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
Paying Agent shall not be required to transfer any Bonds selected or called for redemption.
Section 8. 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 inderMity 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 9. 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 permit the use of any proceeds of
the Bonds or any other funds of the City from whatever source derived, directly or indirectly, to
acquire any securities or obligations and shall not take or permit to be taken any other action or
actions, which would cause any Bond to be an "arbitrage bond" within the meaning of
Section 148 of the Code, or would otherwise cause the interest on any Bond to be includible in
gross income for federal income tax purposes.
(b) Afllrmadve Actlo,u. The City will at all times do and perform all acts permitted
by law that are necessary in order to assure that interest paid by the City on the Bonds shall not be
includible in gross income for federal income tax purposes under the Code or any other valid
provision of law . ln particular, but without limitation , the City represents, warrants and
covenants to comply with the following rules unless it receives an opinion of Bond Counsel
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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) TtlX Compli11nce Certijic11te . 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 for federal income tax purposes, the City will thereafter comply with the new
Tax Compliance Certificate.
(d) De:signlllion of Bonds a (111.Ujkd TtlX·Eu•pt Obliglltion:s . The City hereby
designates the Bonds as qualified tax-exempt obligations within the meaning of Section 26S(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 arc subject to substantial control by the City, shall not be more than $10,000,000
during calendar year 20C>3 . 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 I 00"/o of any·
otherwise available interest deduction attributable to such in:stitution's tax-exempt holdings.
Section I 0. Creatioa or Fand aad AccoHh. There is hereby reaftimed 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 arc established the Interest Subaccount
and the Principal Subaccount; and
(b) the Reserve Account .
Section 11. Appllcatloa or Boad Proceeds; F•adlaa or Elcrow AccoHt.
(a) Appliclllion of B011d ProceH:s. 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 u a supplemental appropriation by
the C ity as follow s :
(i) to the Interest Subaccount, the accrued interest on the Bonds from the
Dated Date to the date of issuance and capitalized interest on tbc Bonds, if any ;
(ii) to the Reserve Account the amount oftbc Required Reserve Amount;
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(iii) to the Escrow Account, proceeds of the Bonds which, when combined
with other legally available moneys of the City , an: sufficient to fund the Escrow
Account in accordance with the report of a Certified Public Accountant as required by the
provisions hereof.
(b) Additionol Funding of Escrow Account On or before the date of delivery of the
Bonds, the City shall deposit to the Escrow Account 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."
Secdon 12. Security for Payment of the Bonds; Flow ofFallds.
(a) Pkdge 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 priority:
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 Parity 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
Ci ~. 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
FOURTH hereof.
(c) Bonds Do Not Co,utitute • Debt. All of the Bonds, toaether with the interest
thereon and any premium due in connection therewith, shall be payable only out of: (i) the Bond
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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 13. Bond Account.
(a) Use of Moneys in Bond Account. Moneys in the Bond Account shall be usr.d
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 Subtlccount. 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 Ponion of the interest to come due on the Bonds on the next succeeding Interest
Payment Date .
(c) Principe/ Subeccount. The Principal Subaccount 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 tcnns hereof, an amount equal to the Pro Rata Ponion of the
principal coming due on the Bonds on the next succeeding Principal Payment Date.
Section 14. Reserve Account.
(a) Use of Moneys hr 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 arc 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 .
(b) Funllill1 end Mute11uce of Re911lre,I Rnerw A•o1111t . The City shall, upon
delivery of the Bonds, credit 10 the Reserve Account the amount required by the Section hereof
entitled "Initial Credit of Bond Proceeds ." The Reserve Ac.:ount 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
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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 arc 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 arc rated . A
Reserve Account Contract shall satisfy the Required Reserve Amount by the amount payable to
the City pursuant to such contract.
(c) J/11/1111tio11 and lnterut /11co111e . Moneys credited to the Reserve Account may
be invested or deposited in securities or obligations which arc Permitted Investments; however,
such investments shall be valued at fair market value and marked to market at least 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 IS. Call and Paymeat ofReftlllded Bonds .
(a) Mainte,..nce of Escrow lfcco1111L There is hereby established a special account
designated as the "Golf Course Revenue Bonds, Series 1994, Escrow Account," which shall be
maintained in accordance with the provisions hereof and of the Escrow AllfCCIDCIII . 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 Federal Securities to pay the Refunded Bond Requirements. 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 Escrow
Agent in trust for the payment of the Refunded Bond Requirements. Moneys shall be withdrawn
by the Escrow Agent from the Escrow Account in sufficient amounts and at S\ICh times to permit
the payment without default of the Refunded Bood Requirements. If for any reason the amount
in the Escrow Account shall at any time be insufficient for the purpose hereof, the City i hall
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 .
(b) Call of Ref1111Mtl llo11b. The Council does hereby declare its intent to exercise
on behalf of and in the name of the City its option to redeem on all of the Refunded Bonds on the
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Redemption Date. The City hereby authorizes and irrevocably instructs the Escrow Agent to give
or cause 10 be given a notice of refunding, defeasance and redemption of the Refunded Bonds.
Section 16. Various Findings, Determinadons, 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 OTC 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
( d) the issuance of the Bonds and all procedures undertaken incident thereto are in
full compliance and conformity with all applicable requirements, provisions and limitations
prescribed by the 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 17. 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 Permitted
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 Certificate" or similar certificate
delivered by the City in coMection 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 pan of such account
or subaccount .
Section 18. Maintenance or Rates aad Coveraae. Tbe 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 19. Addltloaal Covenaats ud Aareements. Tbe City hereby further inevocably
covenants and agrees with each and every Owner that so long as any of the Bonds remain Outstanding:
(a) Co•p•t•11t M•11•1•••11t . The City shall employ competent manaaement
persoMel for the Golf Course Facilities and will continue to operalC and manqe the Golf Course
Facilities in an efficient and economical manner in accordance with all applicable laws, rules and
regulations.
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(b) M11i11te111111ce of Records 1111d Acco1111u . The City shall keep proper books of
record and accounts showing complete and correct entries of all transactions relating to the funds
and accounts referred to herein and in such manner that the Gross Revenue and the Net Revenue
may at all times be readily and accurately determined.
(c) Alie1111tio11 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 ponion 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 operation of the Golf Course Facilities;
provided however, that the proceeds of any such sale of property shall be included as pan of the
Gross Revenue.
(d) Pq•e11tfor Use""' Servkes. 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 propeny 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) A11dits . 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 .
(t) l11s11r1111ce . The City will cany such forms of insurance on insurable Golf
Course Facilities property as would ordinarily be carried by utilities having similar propenies 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 exm:ise 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) S11rety llo11tb . 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) £11terpriu SMIIU . The City bu established, and covenants to continue to
maintain, the Golf Course Facilities u an "enterprise" within the meanina of Anide X,
Section 20 of the Colorado Constitution; provided. however, after calendar year 2003 the City
may disqualify the Golf Course Facilities as an "enterprise" in any year in which said
di squalification don not materially, adversely affect the enforceability of the covenants made
pursuant 10 this Ordinance. In the event the Golf Course Facilities are disqualified u an
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enterprise and the enforceability of the covenants made pursuant to this Ordinance arc materially,
adversely affected, the City covenants to immediately take all actions necessary to (i) qualify the
Golf Course Facilities as an enterprise within the 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 20. Additional Bonds.
(a) No S11perior Lien Bona. 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 Bona. 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 12So/o 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 I 00% 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 Parity 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 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 .
A written cenificate by the City Manaaer thal the conditions set fonh in paraanphs (i)
and (ii) above have been met, and a written cenificate by a Certified Public Accountant or
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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) S11bordi1111te 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 21. Defeasance . When all principal , interest and premiums, if any, in coMection
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 22. 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 2So/o in aggregate
principal amount of the Bonds then Outstanding ; or
(d) the City tiles a petition under the federal bankruptcy laws or other applicable
bankruptcy laws seeking to adjust the obligations represented by the Bonds.
Section 23. 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 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 arc 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 24. Permitted Ameadmeatt to Boad Ordlaaace. The City may, without the
consent of or notice to the Owners , adopt amendments or supplements to this Ordinance, which
amendme nt s o r s upplements s hall thereafter form a part hereof, for any one or more of the followiq
purposes :
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(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
!his 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 lo 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 10 or conferred upon the Owners.
Section 25. Amendments Requiring Consent or Owners. Except for amendatory or
supplemental ordinances adopted pursuant to the Section hereof entitled "Permitted Amendments 10 Bond
Ordinance," !he Owners of no! 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 amendalory 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 !hereby, 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 impairment 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
( 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 leas! 30 days prior to the proposed date of adoption of any such amendatory or supplemental
ordinance . Such notice shall briefly set fonh the nature of the proposed amendatory or supplemental
ordinance and shall state that copies thereof an: 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 u shall be prescribed by
the City following the givina of such notice, the Owners of not less than the required percentaae in
aggregate principal amount of the Bonds then Outstandina at the time of the execution of any such
amendatory or supplemental ordinance shall have consented to and approved the execution thereof u
herein provided, no Owner of any Bond shall have any riaht to object to any of the terms and provisions
contained therein, or the operation thereof, .>r in any manner to question the propriety of the adoption and
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effectiveness thereof, or to enjoin or restrain the City from adopting the same or from taking any action
pursuant to the provisions thereof.
Section 26. 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 27. Removal or Resi1nation of Bond Rqistrar or Payin1 A1ent; Successon. 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 SI 0,000,000.
Section 28. Authorization To Ellecute Docaments. The Mayor and any other City official
shall , and are hereby authorized and directed officer or to talr.e 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 arc hereby authorized and directed to execute the Continuing Disclosure Undertaking,
the Paying Agent Agreement, the Escrow Agreement, a "Tax Compliance Certificate" or similar
certificate describing the City's expectations regarding the use and investment of proceeds of the Bonds
and other moneys, 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 of the Bond Purchase Agreement by the Sale Delegate and the
execution of the Mayor and any other City officer or official of the Financing Documents authorized
herein shall be conclusive proofof the approval by the City of the terms thereof.
Section 29. 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 1Sc2-l2(b)(I) of the U.S. Securities and Exchange Commission. 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 ~in, in light of the circumstances under
which they were made. not misleading . The Mayor is hereby authorizcd to execute copies of the Official
Statement on behalf of the City. ,.
Section 30. Holidays. If the date for makin1 any payment or performina any action
hereunder shall be a legal holiday or a day on which the principal office of the Payin1 Agent or Bond
Registrar is authorized or required by law to remain closed, such payment may be made or ICI 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 .
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Section 31. Limitation or 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 32. Pledge or Revenues. The creation, perfection, enforcement and priority of the
pledge of revenues 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 funher 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 ton, contract or otherwise against the City irrespective of whether
such persons have notice or such liens.
Section 33. No Recourse Against Offlcen 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 Bonds and as a pan of the consideration of their
issuance , any person purchasing or selling such Bond specifically waives any such recourse .
Section 34. Conclusive Recital . Pursuant to§ 11-57-210, C.R.S ., the Bonds shall contain a
recital that they are issued pursuant to cenain provisions of the Pan 2 of Anicle 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 JS. 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 36. Ratification and Approval or Prior Action~. 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 37. Ordinance lrrepealable. 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
di sc harged, as herein provided .
Section 38. Repealer. All orders, bylaws and ordinances of the City, or pans thereof,
inconsistent or in conflict with this Ordinance, are hereby repealed to the extent only of such
inconsistency or conflict .
Section 39. Severablllty. If any section, paragraph, clause or provision 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.
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Section 40. Emer1ency Statemeat. Based on advice of the penonnel of the City 's
administration, the Council has determined that, due to the ability of the City to designate the Bonds as
qualified tax-exempt obligations pursuant to paragraph (d) of Section 9 of this Ordinance 1111d future
uncertainties concerning the municipal bond multet and current interest rates, the City should proceed
immediately with this issue for the needs of the City. Therefore a public emergency is declared to exist
and this Ordinance is declared to be necessary for the immediate preservation of the public property,
health, peace and safety. This ordinance shall be published as required by the terms oftbe Cbaner.
Introduced, read in full, and passed on tint reading as an emergency Bill for 1111 Ordinance at a
Special Council Meeting on the 8th day of December, 2003.
Published as an emergency Bill for an Ordinance on the 12• day of December, 2003 .
(SEAL)
Douglas Ourett, Mayor
ATIEST:
Loucrishia A . Ellis, City Clerk
I, Loucrishia Ellis, City Clerk for the City of Englewood, Colorado, hereby certify that the above
and foregoing is a true copy of an emergency Bill for an Ordinance, introduced, read in full, 1111d passed
on first reading on the 8th day of December, 2003 .
Loucrishia A. Ellis, City Clerk
23
No.R
Interest Rate
REGISTERED OWNER:
APPENDIX A
(FORM OF BONDI
[Front ofBond]
UNITED STATES OF AMERICA
STATE OF COLORADO
CITY OF ENGLEWOOD
Acting By and Through Its
GOLF COURSE ENTERPRISE
GOLF COURSE ENTERPRISE REVENUE BOND
SERIES 2003
Maturity Date Dated Date
Cede&Co.
Tax Identification Number: 13 2555 I 19
0
0
$ __ _
CUSIP
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 above, payable
semiannually on and each year, commencing on _, 2004, 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 The Bank of Cherry
Creek, a branch of Western National Bank (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 s uch alternative means as may be mutually agreed to between the registered owner of such Bond and
the Payi ng Agent , as 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
Re cord Date an d 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 regi stration books on a date selected by the Bond Reaistrar .
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If the date for making any payment or perfonning any action shall be 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, 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.
This Bond is one of a series aggregating S 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 Enterprise facilities and improvements, by virtue of and in full
conformity 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,
cenified 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 2003 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 2003
Bond Reserve Account," all as more panicularly 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, cenified 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.
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 tenns 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 ponion of such Bond may be redeemed, but only in the principal
a mount o f $5 ,000 or any integral multiple thereof. Such Bond will be treated for the purposes of
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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
th an 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 arc 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 registration books upon delivery to the Bond Registrar of
this Bond , accompanied by a written instrument or instruments of transfer in form 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
ag gregate princ ipal amount which the registered owner is entitled to receive at the earliest practicable
time . The Bond Regi strar shall charge the owner of this Bond for every su,ch transfer or exchange an
amoun t suffi c ient 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 .
Thi s Bond shall not be va lid or become obligatory for any purpose or be entitled to any security
or be nefit 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 1w caused this Bond
to be signed by the facs im ile signa ture of the Mayor, sealed with a facsimile of the seal of the City, and
attested by the facsi mile sign ature of the Clerk thereof, all as of the Dated Date set forth at the beginning
of th is Bond .
02 -160909 ~ A -3
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(Facsimile Seal]
Attested:
By [Facsimile SiwrureJ
Loucrishia A. Ellis, City Clerk
CITY OF ENGLEWOOD, COLORADO
By [Facsjmile SiRP:IPm;J
Douglu Garmt, 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 :
02 -160909.2
THE BANK of CHERRY CREEK, a branch of
Western National Bank
___ _, u Bond Registrar
A-4
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1. Call to order ft, . f D p.m.
2. Invocation _____ _
3. Pledge of Allegiance ___ _
Members:
~--&,:r:5
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0 I I ~j •
p-!2,.., Council Meeting
..J.)v!,. V) Wom3
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