HomeMy WebLinkAbout1998-11-23 (Regular) Meeting Agenda-
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SPECIAL MEETING
ENGLEWOOD CITY COUNCIL
NOVEMBER 23, 1998
ORDINANCE fl r: ~ 83, 84, 85, 86, 87
RESOLUTION fl 103, 104, 105, 106, 107
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ENGLEWOOD CITY COUNCIL
ENGLEWOOD, ARAPAHOE COUNTY, COLORADO
Special Salioa
November 23, 1991
I . Call to Onkr
The special mcc:ting of the Englewood Cily Council was called to order by Mayor Burns at 6 :03 p.m.
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The ill\lOCalion was given by C.OUncil Member Nabholz.
TIie Pledge of Allegiance was led by Mayor Bums.
4 . Roll can
Present :
Absent
A quorum was present.
C.OUncil Members Nabhol1~ Clapp, Garrett, Bradshaw, Habenicht,
Waggoner. Burns
None
Also present: Cily Manager Sears
Cily Attorney Brotzman
City Clerk Ellis
Director Simpson. Neighborhood and Business Development
Senior Planner Stitt. Neighborhood and Business Development
Director Gryglewicz. Financial Services
S. r.bllc Hearia&
COUNCIL MEMBER WAGGONER MOVED, AND IT WAS SECONDED, TO OPEN A PlJ8UC
Hf.ARING TO GATHER CITIZEN INPUT ON THE CINDERELLA CITY PLANNED lJN1T
DEVELOPMENT.
Ayes: C.OUOCil Members Nabbolz, Gandt, Bradshaw, Habenicht,
Waggoner. Clapp. Burns
Nays : None
The motion carried and the Public Hearing opened .
All witnesses were duly sworn .
Senior Planner Stitt submitled Proof ol Publication ol the Notice ol Public Hearing OIi November 6, 1991
and November 13 . 1991 in the Englewood Herald . He also submitted Ccrtificalioa of POlting of the
property at 701 Wesa Hampden Avenue from November 6, 1991 to November 23, 1991 . Mr. Stia IUlcd
that we are gathered here tonight for the much anticipated. and long awaited. Public Hearing on the
Englewood Town Cenler. This endeavor started many , many years ago, be said. It was well over four
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Englewood Cily Council. Special Session
November 23 . 1998
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years ago when the idea of a major redevelopment of Cinderella City began to take shape. 111c City
requested proposals for the proposed ~l which led, over the ooune ol several years, to a
significant amount of negotiation with the selected developer, and Olm panics, as well as a significant
amount of public participation. In fact, be asserted, there has been more public paltic:ipation in the
redevelopment of this site than was included in the original COIISlJUClion and development of Cinderella
City. There have been a number of meetings held in the last year. he recalled, with various groups in the
City. such as the Englewood Downtown Development Authority, the Chamber of Commera:, the North
Englewood Neighborhood. other business groups and OOIIQCmcd citi7.CIIS . There has been a long history of
individual contact with members of the community who are intereslcd and conccmcd about the quality
and type of development that would occur on this site. We have taken all that infonnation, he said, and
distilled it into a Planned Unit Developmeot that addresses all the nccds ol the communities, both now
and in the future. What we have before you tonight. he Slated. is the District Plan and the Design
Guidelines for Council's consideration. Mr. Stitt offered an insertion ol-new language into the
Design Standards and Guidelines. We would recommend insenion of this language as Article 1.6 , be
said, at the beginning of the design standards and guidelines document. and 1.6 is Alternative Compliance
Plan . In cases where 1be Design Standards and Guidelines may not be practical, feasible or may result in
less than appropriate design response. the applicant may consider an Alternative Compliance Plan.
Altemalive Compliance is a process that allows modifications to the Design Standards. 111c proposed
plan must equal or exceed the Design Standards intent and goals. 111c Alternative Compliance Plan shall
be reviewed by no less than two City selected architects. or design professionals, to provide a
recommendation to the Plan Administrator. After passing out copies of the document, Mr. Stitt suggested
that this language be insened because it provides additional flexibility . We think that we have covCRd
most of the design aspects. be said, both in the intent Slalement and in the goals as well as the individual
requirements that are set fonh in the document . But. because we don't know what the future may hold in
terms of design and potential n:devdopment on this site. even after this development is compldcd, we
think it is practical to have that type of provision in the Code, be said. In fact. this was taken from what
we currently have in our Landscaping Ordinance.. he said. so it is consistent with the mc:thod we are using
to administer regulations within the City ol Englewood and it provides not only the City, but also
de\'Clopers and future developers. -flexibility to come up with a more creative design scheme that 5lill
meets the intent and goals of the PUD Design Standards and Guidelines, but may not have been foreseen
based on the design standards in front of you. He suggested that this be incorporated as item 1.6 in the
Design Guidelines and Standards.
Mayor Burns asked what is meant by the statement -,be proposed plan must equal or exceed the Design
Standards intent and goals." Mr. Stitt responded that would be the Slalements that are in from of that
document that list what we are trying to accomplish with the Design Standards. There may be -
design that a tenant or a developer may come forward with that doesn't fit neatly into the SlaDdards we
have proposed, in which case the City would call in two architects or design professionals to review what
the 1enan1 or developer is proposing. regarding its compliance with the intent and goals of the Design
Guidelines and Standards. II may not be faithful in tenns of the letter of the law, but certainly in terms of
the spiril of lhe law. it would be consistent .
Council Member Habenicht said that one of the things lhal concerns her is that this allows for changes
wilhout going lo Council. II is son of like giving blanket approval for something. One of the things that
has always concerned her. as a citi7.cn. she said. and also as a Council Member. is wheoaoer you have a
major developmcnl. or major PD, or PUD, when things get changed. it feels like a bait and switch -
pulled on the communily. She said she really fc:cls very uncomfortable with this~. uaica there
would be some sort of caveat in here that it would have to go lhrough the Council. She said she does not
know if it should go lhrough lbe Planning and Zoning Commission and Council, buc II leasl it lhould go
to the Council.
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Englewood City Council , Special Session
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Council Member Bradshaw said she agrees . Council Member Nabbolz said she agreed IOO. Mayor Bums
said ii is disconcerting because you juil don't know how much the design can begin to cbaqc Wider this
proposal . He said he undcrswlds bis point. but design lilandards arc very, very impor1ant to this Council,
and wc have really held tight to the things wc want in this dcvdopmcnt. We don't want it to start to slip
away. or to be an incentive for a dcvclopcr to focus on this additional provision thinking they oouJd start
to change . Obviously you oouJd have a design standard change that would be very small, he said, and he
did not think C.OUncil would want to be ~icwing minutia that really should not miwrc Council review.
He said he is concerned, too, thal Council should have some kind of say-so if there is going to be any
significant design standard cbaqcs.
Mr. Stitt said it was their illlCDlion tbal this would not be used vciy often and only in extreme
ciraimstanc:cs. That is wby the wonlillg is llalcd so that it has to be equal to or bcUer than wbal die
Design Standards and Guidelines thcnisclvcs would produce if they were applied to a particular putd or
building. Mr. Stitt allowed that this is somewhat subjective, but design tends to be_...~
anyway . It was an attempc on our par1, he said, to provide some nexibility in the documcnl dull ~
not, and could not , result in a major amendment. If somebody suggested that this provision would c:lluF
the uses or the traffic now on the site, 1his is only for lhe design guidelines themselves, so it is juil the
rcquin:rncnls in the book thal you have in fronl of you. he said. I apprcciale your concern, he said, and it
is ccnainly not our inlenl lo let the level of the design standard drop below whal the ordinance provides
for. In fact , this was an attempc to allow for a higher standard to be achieved in cases when: some unique
circumstance presented itself that the n:gulations did not appropriately fon:sce .
Mayor Burns said if ii is not going to be used that often. ii seems to him that it would be appropriale for
Council 10 review ii. If ii is a major item and it is not used very often, why not have Council review it?
You could still have )'OUr architects and design professionals look at it. but juil make a n:commcndation to
C.OUncil .
City Attorney Brotzman said if that is tnac. and you want it to come to Council. you jull simply don't aecd
to adopt that provision . Council Member Bradshaw aid bccausc it will. • it is. Mr. Bnllzaml agreed .
Council Member Garrett asked if someone: had to do a change, and wanted to come to Council, can wc do
it by n:solulion. or do wc have to do ii with lwo ordinances and a Public Hearing. He aid he is worried
about lhe lime frame . City Attorney Brotzman explained that is why wc have this proposal. bccatae you
would otherwise have 10 go through all that. Mr. Garrett said he undcrslands Council's concans. but if
something is going prClly quickly, and it takes us a month to go through the procc11. Council Member
Bradshaw said it takes sixty days. Council Member Habcnichl said wc can do things quickly, lbougb .
City Attorney Brot7.man said you would actually be going through the Planning and z.oniDg Commiaion
and C.OUncil process. which is pretty lengthy . The question is the bllanciDg fA the lcaglh and tllc pn,cea
versus Council's concerns over the design guidelines. This is one option to allow you lO do that faller, be
said .
Council Member Bradshaw asked if wc can add language to this to achieve what wc want. which is
C.OUncil ~iew.
Mayor Bums asked if any Council ~icw has to go lhrough Planning and Zoning, and Council, and
ordinance, lint and second n:acling . City Altomcy Brotzman said yes. the way it is a&nallly wriUca,
because normally you want the rccommcndation from Planning and 1.oning bcfcn you lllllkc
modifications to a plan .
Council Member Gama asked whal is the language used from Olhcr text in CIIDalhalion wilh. Wllal does
that do? Mr. Brotzman said one of the things he can tell them is that be does DOI tbiM 11d' is goiq to
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Englewood City Council . Special Session
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work in a vacuum. lf you 1ell lhem, gosh lhis is nice and we are going lo inser1 Ibis, I lhink if lherc are
going 10 be any son of major design guidelines. your Cily Manager is certainly going IO rc:commend lhat
lhal come 10 Council and you will get ii lhrough lhal process.
Council Member Habenichl said iflhis liule paragraph can circumvenl lhe PUD process for some son of
an amendmenl lhat would have IO go lhrough Planning and Zoning and lhen lhrough Council and take
sixty days, I don '1 see why we can 'I have a lillle paragraph lhal also has in lhere "wilh lhe approval of
Council."
Council Member Bradshaw said lhal is why she was looking for some words lo add to Ibis, to provide a
reoommendalion to lhe Plan Administralor. Council Member Habenicht said lhat would not take lhe sixty
days, it just has Council also included in lhis.
Mayor Bums asked how many days it would take to go through both Planning and Z.Oning and Council.
Mr. BrolZDWI said you are probably 1alking aboul two monlhs. He added lhal we are not circumventing,
and whal you ha,•e 10 understand is lhal lhe airrcnl PUD ordinance provides for adminiStllltive review.
1bat rccommendalion is Council's IO allow or not . he said, and what staff is saying is please give us
administrative review O\'er the design guidelines. l11ey are asking you for permission to do lhal, he
explained, and you can certainly say no if you would like.
Council Member Br.idshaw said she likes lhc way Ibis is worded where ii says the proposed plan must
equal or exceed design standards. Thal does not sound like ii would be something less than, she said, bul
she would just like to sec some wording added lo lhc end lo provide a recommendation to lhe Plan
Adminisua1or and inform Council. or something like that . Ms. Habenicht said and come 10 lhe Cily
Council for approval .
Mayor Bums said lherc is a differcna: belween informing Council and asking for approval.
Cily Auomey BrolZlllan said he feels Ibey would be bcller off with lhe approval of the owner of lhe
proper1y. in this paniaalar case. Council Member Garrett said that is not us.
Mayor Bums asked if lhal process would be quicker. since you wouldn't need Planning and Zoning. Mr.
Brotzman said EEF would be by far faster. and remember. lhc owner will always be EEF in Ibis process .
Council Member Garrell asked about lhe Wal-Man proper1y . Mr. Brotzman responded thal we would
probably be holding 1ha1 until lhe design is finished .
Director Simpson apologized for' in1roducing this par1icular amendmenl at such a late hour. Even !hough
we appear to be fflO\'ing grindingly slow wilh this project , he said , it has actually been moving aa very
lightning speed . Design is such an impor1an1 fealure for lhe Cily of Englewood, and for all of you, lhal
we wanl 10 make sure thal things are done absolutely correctly as best as we know how , he said. What we
have been finding is lhal lhe design slandards have been evolving. as has lhe design, 10 some extent We
are really very close, bul lhere have been instances where lhere have been some minule changes here and
lhcre. Whal we are lrying lo be acutely aware of is lhe abilily to come back and IO provide alternatives, be
explained. Whal we arc lrying 10 do is take lhc language lhal already exiSls wilhin 1he landscape
ordinance. and insen it in here lo provide us an opponunily to come back and look at lhings when it
makes sense. We are making sure 1ha1 1hc in1en1 and lhe lilandards were strong, that they were equal IO or
exceeded whal we proposed. but that we have the ability 10 provide some modification when ii makes
sense. Thal is where we were headed . he said. and again offered his full apologies.
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Englewood City Council. Special Session
November 23 . 1998
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Council Member Habenicht agreed that it makes sense to be able to make changes and to have a review,
but asscned that she would still like to have the approval from the Council . She said she still docs not sec
why that can not be done since it is a pan of this PUD process. This is a process that prolccts our
community in temJS of what happens in this development. Council mcd5 every two weeks, wc usually arc
here every week. she said, and can plan an extra meeting. We have come for special meetings before if
something needs to be done quickly, she continued. and stated that she doesn't sec why it is a big deal not
to have it come to Council.
Director Simpson said he can offer a couple of comments in answer to that, and possibly even suggcsa an
alternative to some of the wording. He said he understands the issue of trying to proccct. The issue of
coming to Council for a design approval is frightening to developers, and I am laying it on the line, he
said, that is where it's at. This is because they don't have the level of assurance that they can get through
in a timely manner. From their Slandpoint. it could be a fairly lengthy delay, which results in some real
costs to them. lbat is the argwncnt. It may be two weeks, but the reality is it usually is a lot harder to get
on the agenda. The alternative here. he said, is that I have absolutely no problem notifying you of
decisions or even strengthening this to say that you lihould have a majority approval of the design, so that
two out of three, or even making it three, design professionals. to provide some of that strength. Where
wc were headed with the design professionals is so that it was not looked at in an arbitrary manner, but
rather that City selected design professionals would provide some good strong guidance to make a quick
decision, so that could be drawn together quickly and moved forward .
Council Member Habenicht said. regarding this alternative that is frightening to the developer, the other
side is frightening to me. as a citiu:n and as a Council Member. Corne to the City Council for approval, I
could suppon that. she said.
Mayor Bums commented that Senior Planner Stitt said it would not be used very often. it sounded like on
major items, and I thougl11 you said it miglll be used on S1nallcr things. He asked if they could IIIC the
words major modifications. OI" anything like that. to try to ICpUllle smaller fRIIII WJICI". He opined tbal
Qiuoal really docs not wanl to be involved in minutia. because we could really bog down this projccl
doing that. he said, and we do have the light rail on time and on buqcl. and we uve to be very aware ol
that. He asked if there is any way that Mr. Simpson could quantify the l)'JIC ol modiflClhOII without
ha,1ng to get too definitional about the whole thing.
D1rcct01" S1111pso11 said. if Council would like to go on with Ilic pn:scntalion, he would step away, and this
1s amponam cnougll that he docs not want to make a rash decision. He asked tbal they lei him take a look
at the •-onis and sec if lie can come up with a couple of altemati,·es fM Council to consider. Council
agreed .
Mr. Stitt continued witl1 his presentation. He repeated that what is before Council toniglll is a Planaat
Unit Development for the Englewood Town Center, the Dililrict Plan, •11ich is tbc Id olregulalions 111111
go .. ems the uses upon the site. and the Design Guidelines, the '"'IY thole 111CS •ill look upon
implementation . The way the PUD is laid out, he said. it establishes 7.0IICS on the site, which will be
e xplained in 1nore detail by Suutte Emerson. from David Owen Tryba Archilects. Within each o{ the
zones are de\'elopment parcels that ha\'c specific requirements in terms or uses and in terms o{ the design
guidelines themselves, lie explained. This process is very straightforward and pracnts a very aihcsive
and coherent plan for the development of tlie propcny. with a Iheme or a lrallsit oricoled dcvdopmcat, a
mixed use dcvclop11ient . It is based OIi Ilic input that we received throughout the review process by
citizens, businesses in lhc community, other governmental agc1icics. RID, DRCOG, and a vuicly o{
people who have commcnled on this and provided valuable insiglll. Mr. Stitt then tllnlCld the prelClllalioo
over to Ms. Emerson. who made tlie presentation on tlie actual Dililrict Plan and Design Guidelines .
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Englewood Cily Council. Special Session
November 23. 1998
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SIU.Cite Emerson, with David Tryba Architects. apologiz.cd that Mr. Tl)'ba could DOI be present this
evening. She said he is on a well deserved vacation with his family. She said she would jllll like to go
over the site plan, recognizing that Council had seen it many times. As we all know, it is Hampden 10 the
south, Santa Fe to the west, and Broadway 10 the east. One of the ra1 imporUnt factors with the site and
the urban design was to bring the grid through the project so that it rdates to the city around it. We
basically have three zones. she advised, the civic mne, which attaches to the all imporUnt RTD station for
the transit oriented design, the CICllter mne is the residential mne, and the east zone is the retail moe with
the Wal-Man. One thing that has been important 10 111 and that wc have learned throughout the design of
the project is the e,rucmely impor1alll a>nnection to Broadway. Not only is it imporUnt to connect the
businesses of Broadway, but it is important 10 11110 have this vista s&raight through to the entrance of the
City Hall . At one time, you all~ that this gn,en space was gone, Ms . Emerson reminded Council, but
this has come back bccaulle CYCl)'OIIC cherished this space, so the gn,enway is very important. It is sixty
feet wide, by over 300 feet long, she advised . We also have the RTD transit Slop, for which the design of
the bridge is going 10 be the gateway to the community. We are looking at this as a really great
opportunity to accentuate the transil oriented design wilh Ibis gateway bridge into the grand piau.a. The
overall size of this piaua encompasses a football field. and there is a great fountain in the CICllter. Ms.
Emerson said they see it as a place where parades can end and for concerts in the summer . AIIOlber thing
that we have done, she said, to make sure that we mitigate the noise from traffic and the lights from traffic
to the neighborhood to the north of Floyd is to do the divided roadway, where wc have a barrier aloog
Floyd. so that the bus traffic and the lights from the vehicles won't be as bothersome 10 the neighborhoods
to the north. We ha\·c also barricrcd off' these inlersections so the parting from the facilities within the
Englewood Town Center won 't mitigate up into the neighborhood. There will be knock down barriers, so
that if there is a fire situation, the fire trucks can have immediate acoess . But just day to day traffic won't
be able 10 go from Floyd to the neighborhood, she said. We arc doing the same thing aloog the
connection of Inca 10 Dartmouth. so thal traffic won't alJea the houses as much.
Council Member Habenicht asked if the temporary street is going to be a pcrmancol lilRlet . Ms . Emel-.
responded affirmatively. She said it is being built -· and it will become pcrmancol. They arc buildillg
it -· she advised. so that they can UIC it for alllltnlclioll. bul it will be a -road dill ~ 11p to
Dartmouth. and Inca will eXICRd all the way through. which will help with the site traffic. This way.
everything doesn't have to come back down south, but can go up north.
Council Member Habenicht asked if there was any mitigation for the property owners on Hwon . Ms .
Emerson said yes. this will actually have a wall , also. We arc doing a similar tn:atmcnt as wc arc doing
here, she said. in that we will have a wall and a bike path. which is ten feet wide . Then we will have six
feet of gn,cn space. with uces, and then we will have the road . So it will be a ra1 nice bike palh. she
added.
Council Member Nabholz advised that there was a neighborhood meeting al Bishop. She alkMed dill it
was very poorly anended, opining that people arc burned out on meetings. But this iuue WM ditcuacd,
she said. because I am adamanl that that neighborhood be proleeled. We arc breaking into a
subcommittee to work on truck uaflic and protecting that neighborhood from sound. dllll and that type o(
thing. She thanked Council Member Habenicht for having an ever watchful eye, becaUIC wc need to
protect those homes.
Ms . Emerson agreed that it is ,,cry imponanl and said she feds they arc aetting a rally good deal ,
because wc arc putting the bike palh along there. also. That will be fabulous for the neighborhood, lhc
said, because they will be able to come down just a half a block and jwnp on this ten fool wide bike palh.
wilh uces, and go south or north to connect to the rest of the path. Thal i1 wnc:Jbiag elle I -W lille to
touch on. she said. The bike path comes down Inca, and will be pan ol this road that i1 kind o( like aa
alley connecting the residences so they arcn 't dead ending in. It will '10IIIICd tbnJup along here. dim
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Englewood Cily Council , Special Session
November 23 , 1998
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come down soulh on Elati . Ms . Emerson said lhe last lhing she wanled lo lalk about is bus traffic. The
diagram in the guidelines is not quite com:ct. she said. The local buses will be coming down Floyd
Avenue through the bus bay lurn around area and back out Floyd Avenue. What we had shown at that
point for the express buses, she said, was that they would come down West Girard, and then coming up
Galapago. They will actually be coming up Elati and over. The thing that has changed most from that is
the express buses. Some people arc saying they would like to sec buses through the tum around, and most
people feel it would work real well in the drop off situation in the early morning, because the theater is not
open, Civic Center really won't have much traffic at that point yet, we arc talking 6 :00 to 7 :30 a .m . or
8 :00 a .m . For drop off there is no wait. and they arc not waiting for patrons to get in line and get on the
bus. One option is to do that, but what everyone seems to like best is to also bring the express buses up
Elati, down Galapago and through the tum around. We arc trying to rcscrvc Englewood Partway
through, into the Center, for the shuttle buses to the Broadway district and lo the hospital area. Sina:
everyone knows the plan, she said, this is probably quite redundant, but Ms . Emerson said she wanted to
just speak through it one more time.
Council Member Habenicht asked if the area, that looks sort of like a street that goes from the Parkway, is
a street . Ms. Emerson said it is definitely a street , and we can have shuttle buses through here. We do not
want to encourage having the large cily express or local buses coming through here, we want to keep those
out and around, she said. Ms. Habenicht expressed concern that Ms. Emerson had said they were not
going to have buses come that way , because wc are trying lo focus on the pedestrian orientation of that
whole area. Ms. Emerson said we definitely want lo focus on the pedestrian, so we arc looking at the
shultle buses coming through, DOI the large expresses or locals. which can stop near here but can DOl come
directly through.
Mayor Bums asked if they are not planning drop-offs in 1he piau.a for the big buses. Ms . Emerson said,
as this point , we are not planning drop-offs in lhe pia7..7..3 , whal we have is the eight-bay bus dcpoc and that
is what wc want to encourage people to use.
Council Member Habenicht asked if the people who live in the housing arc not going to be able IO calCb
the expressway buses in a convenient way . Ms. Emerson said they can c:alCh them in the lemlinal or they
can catch them along Floyd. Council Member Bradshaw said that is not bad because people will walk
four to six blocks. Ms . Emerson said this is only a couple of blocks.
Council Member Habenicht said she is more concerned about losing 1ha1 stRetway. That is pan of my
concern. she said, about the PUD, about the sign changes. and all that. is to having that really be a stRet .
Every time wc take away from its use as a street. it worries me a lilllc bit. she said . Ms . Emerson said we
definitely want it to be a street. too. not only from the concerns we have heard from the neighborhood
district or the Broadway district retail. bul. as you know. and wc ha,·c probably told you many, many
times, lhal we feel ii is extremely important to lia,·e lhat access. To be able to drive through and sec the
Civic Center, sec City Hall . with the fountain in front of it , so wc feel ii is very important and they would
have to try real hard 10 get us to take that street out. she asserted .
Council Member Habenicht asked how many lanes the street would have. Ms. Emenoo rq,licd that, right
now. we have three lanes pn:tty much C\'crywhere. We are widening the throats, actually. II each of these
inlerscctions. to accommoda1c the traffic, she advised. Some of these start at five and mitigate down to
three. she said. so 1ha1 we are DOI backing up traffic on Hampden . Talking with Amie Ullcvig. of
Fclsburg. Holl and Ullcvig, he says the lraffic counls into 1hc si1c are about the same as they were when
Cinderella City was thriving. II is hard to really balance ii . because traffic on Hampdrn is much higher,
she allowed. bul 1he 1raffic just in10 lhe si1 c is VCI)' similar 10 wlial ii was when Cinderella City was in its
hay day.
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Englewood Cily Council, Special Session
November 23 , 1998
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Council Member Habenicht asked if the plaza. with Ille nice median greenway, sixty foot, has two lanes
on each side. Ms. Emerson responded affinnalively. explaining 1hat that it is a one-way situation through
here. Ms. Habenichl asked if it has parking as well . Ms. Emerson said yes, it does. Ms. Habenicht said
parting plus two lanes. Ms. Emerson said it has one-way traffic in each direction, so as you come to this
slOp, and you cross Galapago, you go around. and it is a one-way situation. You have the option of
pulling in diagonally to your right and parking right in front of the retail or home office, which is
extremely important for the vitality of those shops. but not parting along side the greenway. At one time
we showed parking along side the greenway also, but that was vc:tocd, she n:called.
Ms. Habenicht said, so it is one lane to drive and one lane 10 part. and that's it. Ms. Emerson said right,
and the parking is diagonal, so if I am driving down the 5llffl. I could pull in diagonally here, back out,
and continue forward. And before that you have three lanes over there or two lanes, Ms. Habenicht asked.
Ms. Emerson said right here we are showing thrcc. Ms. Habenicht asked if they are all traffic lanes. Ms.
Emerson responded that. actually. one is a tum lane. Whenever there are three lanes. the center lane is
considered a tum lane. Ms. Habenicht said it is not clear on the drawing. Ms. Emerson said they are not
showing the traffic lanagc. This is the design plan. and civil engineering is staning to wort on the
layouts. and the exact dimensions of the Slrcets. Mayor Bums said he had the same question, what is the
third lane. Ms. Emerson said, when a third lane is required by Mr. Ullevig and his traffic counts, it is
because of turning. You want to be able to get out of the way so that you are not backing up traffic
coming or going in the opposite direction.
Ms. Emerson stated that we have Paul Krieger wilh their office, wbo has been the design guideline head
honcho, so he is just going to talk briefly on the organization of it and bring you up to date on what we
have happening.
Paul Krieger, with David Tryba Architects. said he would like to give a very brief synopsis of the
guidelines. It really boils down to that there are two major pwposcs to the guidclincs. The flfSI pwpolC is
to basically explain the intentions or the plan to both the City and to outsiders. he said . 11w is backed up
by explaining also the qualities that are required of buildings that are designed within the District Plan
and the MaSler Plan. The second pan of the Guidelines is basically to explain the intcr-rclationsbips of
all the individual parcels that we have detailed out here, to give them some sort of character. Explain bow
pedestrians and cars wort around them. what the intention of it is, what their potential future is, and to
basically explain each one of the parcels as if it was a neighbor to the other pan:el, he said . So. it reaJJy
boils down to two basic intentions for the Guidelines as a whole. he explained. One is to explain the
inlention of the MaSler Plan as well as project, give guidance to the developers on what the intentions are,
how they relate to building in the Plan. what the imponant pans are, and then it basically goes into the
detail of the inter-relationships of the parcels and the guidelines. Basically, just going to the table or
contents very quickly , he explained. section one and three. basically go about the intentions, as well as the
requirements of the Guidelines. and the sections lwo and four go into the inter-relationships of the parcels,
and try to give a lillle bit more detail . The appendix of the Guidelines try to provide some visual graphics
and some more detail to basically supplemenl the verbal text, the narrative of the front part of the
Guidelines. So the whole package is supposed to wort for the City Council, for the City of Englewood, as
well as be able to be given to outside developers. outside designers. so that they know what the COIIICll5US
of the Englewood Town Center wants to be. as well as the Guidelines that go with that, what the
restrictions are. and what the design potentials arc. and then finally it goes into detail and tells what each
one of the parcels wants to be and how it relates to its neighbors.
Director Simpson returned, and staled thal he had an opponunity for a little bit more thought in the
hallway with Cil)' Allomey Brotzman and Marilee Uner. We came up with a couple of changes to
propose to Council. he said . Under the Alternative Compliance Plan. fifth line down, we would propose
to Slrike the Al1ernativc Compliance Plan and inscn minor modifications. So it would read MmiDor
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Englewood City Council, Special Session
November 23 . 1998
Page 9
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modifications shall be reviewed by no less that two City selected architects or design professionals lo
PfO\,jdc recommendations to the Plan Administrator.n We would insen language that says ~major
changes shall comply with the PUD District Plan.n
Mayor Burns asked if that means lhal it comes back lo Planning and Zoning and Council. Ms. Simpson
said if it was a major change it would have to.
Council Member Habenicht said lhal is a lilllc helter. She said she is still a lilllc conc:emcd about what
the definition would be of minor and major. She said she would lell lhcm where her thinking is coming
from. Quite often you will find lhal, what you gel with Council is a prac:tic:al approach, quite often when
you have the designers and the archit«U and Slaff and the developers. all saying this is beaer, and this is
better, and this is helter, and this isn 'l major, and then all of a sudden il happens, and then all oh sudden
Council says. where were -when you did this, you pul a stairway lhcn:, when -know dud it is the
nonh wall and we have lived here for years and we know that this is going to happen. or that this is going
to happen . This is the kind of thing I keep running into. As a member of Council for the last eight, nine,
da'Cn years. she said, these are the kinds of things that we regret not having had control over, and I'm
still ha,,jng problems with il for that reason. Not 10 be knit picking, not lo be micro-managing, but
sometimes there are tirings that the wisdom of the populace is vital. She said she docs not think ii would
be lime consuming and she worries about it.
Mr. Simpson said he appreciates a'Cl)'lhing she is saying here. and is not trying lo be argumentative. He
said he is trying lo pl'O\lidc some understanding of where we are coming from. Thc only thing lhal I keep
coming back 10. he said, is the fact that this whole plan has bc:cn evolving and changing. and il has bc:cn
as a response to the lime constraints on the project, and ii still is. For c,wnplc. we have noticed, as we
have gone lhrougl1 the discussion of cost, trying lo bring this project back into budget. One of the issues
that we were talking about was the issue of tree grates. We dido ·1 think the tree grates were going to
make that big of a difference because surely we should have tree grates cvcrywhcrc, and ii would be great.
The reality is. ii is a signiflC3Dt cost on this project, and yet. as we flip through this book, one ol tbc things
we just noticed was that tree grates are required. We would love to be able to say that thal's a minor
change, he said. Now. when there is a massive f~ change that doesn't a,mply with thele llaDdanls on
the Mann 11lcatcr, or Sony 11lcatcr. or any or these kind of theaters that may be coming to you in time, it
may be a situation that. unless they are able lo comply. it should be coming back to Council. It is an iauc
of practicality, from our standpoint. II is an issue of liming and dealing with it on a day to day basis. be
said. allowing that he docs not know the situation as you do.
Mayor Burns said he is somewhat comfoncd by this. adding that he really doesn't think they want to get
involved with really small changes. that just docsn '1 make a IOI or sense. he said. If we have no conll'OI, or
no definitional difference here. then cve,ylhing in the world is going to come back 10 this Council. II is
an evolving project and there will be some design modifications, and we could just delay this thing
something terrible. he said. if we have cve,y1hing in the world coming back 10 Council .
Council Member Garrett said he actually docs not have a concern because he thinks cvc,ything will come
back to Council. II is a question or the timing ii will lake. We ha\'C cxprcsscd an inlcn:sa in "-ing
a ·cry detail or this project for the last year that I ~'C bc:cn on Council. I can ·1 imagine cvca a miDor
change, if they have 10 go to the aspcc1 ol going to find an:hilccts. I think we will know about it, be aid.
Mr. Garffll said his concern is. at least for IIOl1IC changes. of going through the COOR PUD proa:ss. whicb
will lake sixty days. and we have a commitment to ~'C this thing up and running by July of 2000. It is
not that I don't share your concerns. he said. but I just think stafTknows lhcy better keep us informed.
Mayor Burns asked if Mr. Garrett was saying he "'35 comfortable with this change . Mr. Garmt
responded aflinnatively, as did Council Member Bradshaw. Mayor Burns said he thinks be is. too.
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Englewood City Council, Special Session
November 23. 1998
Page 10
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Mayor Bums asked if there were any other oomments. Council Member Habenicht noted she hasn't been
oomfonable with this for years. Council Member Nabholz said she is better with it. Council Member
Waggoncroommented that if you read 1.5, it 's fairly loose anyway, so that leaves just a few minor
changes. He said he does not have a problem with the change. Council Member Clapp said as long as the
changes arc minor, she really doesn 't see that we need to micro-manage, that is why we hired
professionals.
Mayor Bums said he understands Ms. Habcnicht's a,nccms. which he shares, and we an: really not
making light of them al all. Ms. Habenicht said she underslands that.
Mr. Simpson said there arc no funbcr pRlSClltations. He said they haw: worked w:ry hard for the last thrc:c
to four years. He said be is really pleased with this Council and !his community. He said the staff' has
done a really tremendous job reaching out, and we have worted as an entire group in a great public
participation manner. We have. elicited a lot of input and comment, and be thought a lot of that input is
finally reflected in this plan . II is not a plan 1ha1 I think is a hodgepodge, he said, but it is a plan that is
special, unique. and really reflects this community. He said he is personally very proud of it and thinks
that ii is a plan that Council will be proud of, too. We simply need lo move forward and implement ii,
and we arc urging for your approval tonight, he ooncludcd.
Council Member Habenicht said she knows there bas been mention of certain possible tenants, but !his
PUD does not give approval to any tenants. She asked if that is comict . Mr. Simpson said !his PUD
addresses only land use related issues. 1lle development agn:,cmenl will still have lo be signed. be said,
and that addresses a whole series of issues related to scheduling, timing, tenanting, costing, and who pays
who. Responding to Council Member Habenicht, Mr. Simpson Slated that any names of tenants that were
mentioned in testimony. or in anything. are not reflective of what goes in on this project at all . Ms .
Habenicht said she wants that clear for the reoord .
Betty Cosio, 3205 South Huron Street. bad signed up to speak. but stated from the audience that her
questions bad been answered . She was not sworn in.
Susan Altus, Community Development Administrator for the Regional Transpol1ation District, said she
suppor1S the transit oriented dcvclopmcnt. She said they all lllllll be aware or her pcnoaal iDtelal in
transit oriented development, as well as RTD's belief that !his will be the first showcase in the mc:uo an:a.
She repeated that they strongly support !his project.
Bruce Geller advised that be lives at 3155 South Elali Street, which is across the street from Bishop
Elementary School. He said that the last time be saw the plan. the wall. the divider on Floyd extended
east to Cherokee. He said he was just wondering, with the dividing wall. or whatever it is, ending al Elati,
how much traffic will be flowing past the school and his house , aca:ssing the property from the north.
1lle wall here ends at Elati. he said.
Council Member Nabholz said that is a very good point.
Council Member Bradshaw asked if the traffic thing that is al Elati will stay in place. She noted she is
just asking a generic question to anybody .
Mr. Geller said ii just seems that, with a 129.000 square foot unknown retailer right tbcrc at the c:omcr,
then: will be a lot of traffic ooming south from Dartmouth. He asked if it doesn't seem Iha& way .
Mayor Bums asked if the wall was designed 10 go to Cherokee at one point. Ms. Emerson ~ Iha&
they have always brought the wall to Elati. it bas not e,ilcndcd over to Delaware, Ill> we have always
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Englewood Cily Council. Special Session
November 23 . 1998
Page II
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considered this the high traffic area. We can '1 say tbal no one will go up Elati, she said, and
unfonunately since Mr. Ullevig is DOC here. wc can '1 get any numbers on the counts that he bas done. She
said she kOOM that bis sense, from lalking with him. is tbal Inca is going to be the major vehicle road lo
get to the nonh. just because this is where most of the parking is .
Council Member Nabbolz said they should still be very aware , and she wants this to be a matter of record,
also. 1ba1, if this does become a problem for Elali, or any of the streets. like Delaware, that wc need to
immediately find a solution. We already have a loc of traffic in those neighborhoods, and a loc of traffic
around Bishop Elementary School .
Ms. Emerson said Director Simpson bad just reminded her tbal she should point out that, because of the
barrier here, the traffic is already mitiplcd. Ms . Nabbolz said thal accessing from Dartmouth is what he
was llllking about. it is a drag strip through there.
11lere was no one else prcsenl 10 speak.
COUNCIL MEMBER WAGGONER MOVED, AND IT WAS SECONDED, TO CLOSE THE
PUBLIC HEARING.
Ayes : Council Members Nabbolz. Garrett, Bradshaw, Habenicht..
Waggoner. Clapp, Burns
Nays : None
1bc motion carried and lhe Public Hearing closed.
6 . ReplarA,:ntla
(a) Approval of Ordinances on First Reading
lbcre were no ordinances submined for approval on first reading .
(b) Approval of Ordinances on Second Reading
(i) A bill for an ordinance authorizing lhe execution and delivery of CeniflC'ala of
Participalion in the principal amounl of $21 ,530.000 for lbe purpose of funding rcdc\dopmcnt efforts at
the former Cinderella Cily sile was considered .
COUNCIL MEMBER WAGGONER MOVED, AND IT WAS SECONDED, TO APPROVE
AGENDA ITEM 6 (I,) (I) -COUNCIL BILL NO. 72 ON SECOND READING.
ORDINANCE NO . Ill. SERIES OF 1998 (COUNCIL BILL NO . 72 , INTRODUCED BY COUNCIL
MEMBER WAGGONER)
AN ORDINANCE OF THE CITY OF ENGLEWOOD . COLORADO. AU1HORJZING AND
APPROVING A LEASE·PURCHASE FINANCING BY THE CITY FOR THE PURPOSE OF
DEFRA YING llfE COSTS OF CONSTRUCTING . RENOVA TING , AND IMPROVING A CIVIC
CENlcR. ANCILLARY PARKING . AND V ARJOUS PUBLIC IMPROVEMENTS Wl11flN THE
CINDERELLA CITY REDEVELOPMENT; AU1HORJZING AND APPROVING A LEASE
PURCHASE AGREEMENT. AN OFFICIAL STATEMENT. AND AGREEMENT TO CONS11UJCT
IMPROVEMENTS AND TO ACQUIRE AND INSTALL EQUIPMENT, AND NECESSARY ACTIONS
CONCERNING THE EXECtrrlON AND DELIVERY OF CERTIFICATES OF PARTICIPATION IN A
PRINCIPAL AMOUNT NOT TO EXCEED $22.000.000; AND PROVIDING 01lfER DETAILS AND
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Englewood City Council, Special Session
November 23 . 1998
Page 12
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APROVING OTHER DOCUMENTS IN CONNECTION wrrn THE LEASE-PURCHASE
FINANCING .
Financial Services Director Gryglcwicz Slated that he would like to make a few comments prior to the
VOie . He said this approves the underlying documents which will have a little tiny bit of tweaking of some
of the language in there, but it won't change any of the substance of what Council is approving tonight.
This includes the lease purchase agreement, an official Slatement, and agreement to construct
improvements, which Council has already seen before . He said he just passed out the pricing book, which
he just received . He apologiz.ed to Council for not having those earlier. Mr. Gryglcwicz asked them to
take a look at tab number two to sec the certificates and the coupon and yield on those ccrtificatcs, that is
also wbal you arc approving tonight. You wiU sec the rates on the coupons and the term bonds clown
below . If you go forward, you will sec the source and uses of funds for these certificates, be said . The
following page shows the ddJt service, the annual ddJt service on these ccrtifKalcs, which arc subject to
annual appropriation. he advised . There is a small box down at the boltom which shows the rates on
those ccrtificales. h has lhe average rale. which is just under 5°/. al 4.954'Yo, and all the way al the
bollom. where it says all in yield. which includes all lhc cost of issuance. is 5.19"-', so the entire cost of
1his issue is under 5.2'Y., which is an exccllenl rale . We arc very happy will, lhat , he added . Mr.
Gryglewicz thanked everyone who was involved with pulling it logethcr, because it was an issue that was
complicaled and ii look a IOI of effort. Tom Pcll7_ our bond anorncy. Vicki Manox. Bab Simpson, Gary
Scars and Dan Brotzman.
Mayor Burns said ii seems 10 him I hat we actually pul lhis logctlicr ralher quickly, oncc we started. Mr.
Gryglcwicz said yes, very quickly, and evel)body deserves a lot of cn:dit for this. Mayor Bums asked if
this has already been marketed . Mr. Gryglewic-1. responded lhat it was marketed last Wednesday and we
will close on the 2911, of December.
Council Member Garrett asked when we can 5lart pre-paying. Vicki Manox. of George K . Baum and
Company. our financial advisor. Slated lhal ii is lypical when you do preliminary off'ICial SlalCIIICllls 1h11
that is blank. and 1hcn ii is filled in at the final . Tiie call provision which appean on the ddJt ICIVic:lc
schedule page , its l)cQ:mbcr I. 2008 at par and so ii is a ten year par call. Council Member Bradshaw
asked if after 1ha1 we can pay 1bcm off. Ms . Manos said thal is com:ct. You can also resbUCIUrC this
uansaction one time prior lo that call day. so if. for example, you could do an advanced refunding if lillcs
taxes came in much q11icker, and you wanlcd lo pre-pay 1hat , or much slower, you ha\'C the ability to
restructure once prior lo thal call dale, and you could actually retire the bonds Slarting in ten years.
Mr. Gryglcwicz advised we would assume under lhe rates thal we have right now that we arc not going to
sec ralcs go low enough lhat we would refund lhesc . lhcy arc just phenomenal rates .
Ms . Mallox said ii was a wonderful project and ii was a real pleasure 10 work on it . She said they should
be congratulaled . If you read some of lhc background ma1crial, she said, you gOI very good rates, and you
also gOI some grcal commenls from lhc ra1ing agencies and lhe insureB who were very favorably
impressed with your project . TilCy beliC\'e ii really holds some hope for some new bright things for the
City of Englewood . There were some very nice comnienls. if you have time to go through and look at
those, she said .
Council Member Nabholz and Olher membeB of Council thanked Mr. Gryglcwicz. City Mana,cr Sean
commented thal Director Gryglewicz did a really excellent job. He really pulled this tOF(bcr in a very
quick period of lime and did an outstanding job .
Voce realta:
Ayes : Council MembeB Nabhol7~ Garrett, Bradshaw. Habcnicbt.
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November 23, 1998
Page 13
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Waggoner, aapp, Bums
Nays: None
The motion canicd.
(ii) The City Clerk was asked to read Council Bill No . 7S by tide.
ORDINANCE NO. 82, SERIES OF 1998 (COUNCIL BILL NO. 7S. INTRODUCED BY COUNCIL
MEMBER BRADSHAW)
AN ORDINANCE APPROVING 11IE PLANNED UNIT DEVELOPMENT DISTRICT PLAN IN
FURnlERANCE OF 111E REDEVELOPMENT OF CINDEREU.A CITY IN 11IE AREA BOUNDED
BY WEST HAMPDEN AVENUE (U .S. 285) ON 11IE SOlTl1{, SOlTl1I El.All S'lltEETON 11IE
EAST, WEST FLOYD A VENUE ON 11IE NOR111, AND SOUTif SANl'A FE DRIVE (U .S. 85) ON
111E WEST, CURRENTLY ZONED 8-1 , BUSINESS D1S11UCT 10 A PLANNED UNIT
DEVELOPMENT .
COUNCIL MEMSER BRADSHAW MOVED, AND IT WAS SECONDED, TO APPROVE
AGENDA ITEM 6 (It) (Ii) -COUNCIL BILL NO. 75, AS MODmED, ON SECOND llEADING.
Mayor Bums Slated that the modiflClllion is the one Council adoplcd by QIIIIICla. in pangnpb 1.6, added
to the design standards allemlllM compliance plan with the chanp that WC lllldc to the original
language. Council Member Nabholz said thmc changes being minor modific:alioas shall be reviewed by
no less than two City ldcctcd an:hitcc:U or design professionals to plOVide a n,a,mmendleion to the plan
administrator and 111¥11" IIICldifications shall comply with the PUD DiSUicl Plan. She aaed if dial w
correct and several IIIClllbcn CODalfflld .
Nays :
The motion canicd.
c-il Members Nabholz. Gam:u. Bnldslulw. Habclliclll.
W..,acr. Clapp, Bums
No.
(C) Resolutions and Motions
Tbcre -no resolutions or motions submitted for approval .
7. Adjea...-t
MEMSER BRADSHAW MOVED TO ADJOURN . The moding adjoumcd at 7 :03 p.m.
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ORDINANCE NO.'&_
SERIES OF 1998
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BY AUTHORITY
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CO U NCIL BILL NO . 72
INTRODUCED BY COUNCIL
MEMBER WAGGONER
AN ORDINANCE OF THE CITY OF ENGLEWOOD, COLORADO, AUTHORIZING
AND APPROVING A LEASE-PURCHASE FINANCING BY THE CITY FOR THE
PUB.POSE OF DEFRAYING THE COSTS OF CO~TRUCTING, RENOVATING,
AND IMPROVING A CIVIC CENTER, AN~ PARKING, AND VARIO US
PUBUC IMPROVEMENTS WITHIN THE CINDERELLA CITY REDEVELOPMENT ;
AUTHORIZING AND APPROVING A LEASE PURCHASE AGREEMENT, AN
OfflCIAL STATBMBNT. AN AGREEMENT TO CONSTRUCT IMPROVEMENTS
AND TO ACQUIRE AND INSTALL EQUIPMENT, AND NECESSARY ACTIONS
CONCBRNING THE EXECUTION AND DELIVERY OF CERTIFICATES OF ~
PARTICIPATION IN A PRINCIPAL AMOUNT NOT TO EXCEED $22,000.~; AND
PROVIDING OTHER DETAILS AND APPROVING OTHER DOCUMENTS IN
CONNECTION WITH THE LEASE-PURCHASE FINANCING.
WHEREAS, the City of Englewood, Arapahoe County, Colorado (the "City"}, is a
municipal corporation duly organized and operating as a home-rule city under Article
XX of the Constitution of the State of Colorado (the "State") and the Charter of the City
(the "Charter"); and
WHEREAS , pursuant to Section 3 of the Charter, the City has all powers,
functions , rights and privileges in the operation of a municipality, which powers
include the power to leaae real and personal property ; and
WHEREAS, the City Council of the City (the "City Council") is desirous of financing
the costs of the construction. renovation, and improvement of a Civic Center comprising
approximately 131 ,000 gross square feet (the "Project") as well as the costs of various
public improvements including but not limited to a portion of the costs of site ·
demolition and preparation, streets, public parking, public utilities, and pedestrian
enhancements within the Cinderella City redevelopment area (the "Redevelopment
Undertaking"); and
WHEREAS , the property within the defined area of the Redevelopment
Undertaking, which includes but is not limited to the site of the Project, is currently
owned by the Englewood Environmental Foundation, Inc. (the "Corporation"); and
WHEREAS , m orde r to provtde funds s ufficient to finance said costa, the City
Council is desirous of (a ) entering into that certain Leaae Purchase Agreement dated
a s of December 1, 1998 (the "Leaae1, between the City, as lessee, and the
Corporation, a s lessor. (b) entering into that certain Agreement to CoD8truct
Improvements and Acquire and Install Equipment dated a s of December 1, 1998 (the
''Construction Agreement1, between the City and the Corporation, (c) cauaing the
execution and delivery of Certificates of Participation, Series 1998, in the orisinal
aggregate principal amount not to exceed $22,000,000 (the "Certificatee"}, evidencing
a s signments of proportionate interests in rights to receive certain paymenta under the
Leaae , and (d) entering into that certain Financial Guaranty Agreement dated u of
December 1, 1998 (the "Financial Guaranty Agreement") between the City and MBIA
Ins urance Corporation; and
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WHEREAS, there have been presented to the City Council at this meeting copies of
the proposed forms of the Lease, the Construction Agreement, and the Financial
Guaranty Agreement. as well as a Certificate Purchase Agreement dated as of the
effective date of this Ordinance (the "Certificate Purchase Agreement"), among the
City, the Corporation, The Bank of Cherry Creek, N .A. (the "Trustee"), and George K .
Baum & Company (the "Underwriter"); and
WHEREAS, there has also been presented to the City Council at this meeting a
copy of the proposed form of the Mortgage and Indenture of Trust dated as of
December 1, 1998 (the "Indenture"), between the Corporation and the Trustee; and
WHEREAS, the Certificates shall evidence assignments of proportionate undivided
interests in the Lease Revenues (as defined in the Indenture), shall be payable solely
from the sources provided in the Lease and the Indenture, and shall not constitute a
general obligation or multiple-fiscal year direct or indirect debt or other financial
obligation whatsoever of the City within the meaning of any Charter, constitutional or
statutory limitation or requirement concerning the creation of indebtedness; and
WHEREAS, the obligation of the City under the Lease to pay Base Rentals and
Additional Rentals (both as defined in the Lease) shall be from year to year only , shall
constitute currently budgeted expenditures of the City, shall not constitute a
mandatory charge or requirement against the City in any ensuing budget year, and
shall not constitute a general obligation or multiple-fiscal year direct or indirect debt or
other financial obligation whatsoever of the City within the meaning of any Charter,
constitutional or statutory limitation or requirement concerning the creation of
indebtedness; and
WHEREAS, neither the Lease nor the execution and delivery of the Certificates
shall directly or indirectly obligate the City to make any payments beyond those
appropriated for any fiscal year during which the Lease shall be in effect; and
WHEREAS, there has been distributed in connection with the offering of the
Certificates, a Preliminary Official Statement (the "Preliminary Official Statement"), in
the form presented to this meeting of the City Council; and
WHEREAS, the City Council is desirous of authorizing, approving and directing the
execution of the agreements and instruments described above and the transactions
evidenced thereby :
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD , COLORADO:
Section l. Approval of Financing . The City Council hereby finds and determines,
pursuant to the Charter, the Constitution and laws of the State of Colorado, that the
funding of the Project and the Redevelopment Undertaking, and the execution and
delivery of the Certificates, are nece1181lry , convenient and in furtherance of the
governmental purposes of the City and are in the best intereats of the City; and the
City Council hereby authorizes, approves and directs the accompliahment of the
foregoing under the terms and proviaions of the Lease and the Indenture.
Section 2 . Le31e Authoriytjon . The Leaae, in aubatantially the form and with
substantially the content presented to thia meeting of the City Council, ia in all
respects approved , authonzed and confirmed, and the Mayor or, in the abaence
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thereof, the Mayor Pro Tem of the City Council is authorized and directed to execute
the Lease in substantially the form and with substantially the same content as the
form thereof presented to this meeting of the City Council , for and on behalf of the City .
The City Council hereby approves the leasing of the Leased Property (as defined in the
Lease) by the City from the Corporation for the dollar amounts contemplated in and
under the terms and conditions of the Lease.
Sectjon 3. Construction Agreement Authorization. The Construction Agreement, in
substantially the form and with substantially the content presented to this meeting of
the City Council , is in all respects approved, authorized and confirmed, and the Mayor
or, in the absence thereof, the Mayor Pro Tem of the City Council is authorized and
directed to execute the Construction Agreement in substantially the form and with
substantially the same content as the form thereof presented to this meeting of the
City Council, for and on behalf of the City .
Section 4 . Fjnanc;jal Guaranty. The Financial Guaranty Agreement, in
substantially the form and with substantially the content presented to this meeting of
the City Council , is in all respects approved, authorized and confirmed, and the Mayor
or, in the absence thereof, the Mayor Pro Tem of the City Council is authorized and
directed to execute the Financial Guaranty Agreement in substantially the form and
with substantially the same content as the form thereof presented to this meeting of
the City Council. for and on behalf of the City.
Section 5. Approval of Indenture . The City Council hereby approves the execution
and delivery by the Corporation and the Trustee of the Indenture in substantially the
form and with substantially the same content as presented to this meeting of the City
Counctl.
Section 6 . Consnt to A11jgpment and Juuance of Certificates . The City Council
hereby acknowledges and consents to the assignment by the Corporation to the
Trustee, pursuant to the Indenture, of all rights, title and interest of the Corporation
in , to and under the Lease, and the delegation by the Corporation to the Trustee,
pursuant to the Indenture, of all duties of the Corporation under the Lease. The City
Council hereby directs the execution and delivery of the Certificates pursuant to the
Indenture. The City Council hereby acknowledges and approves the form, terms and
provisions of the Certificates contained in the Indenture, in substantially the form and
with substantially the same content as the form thereof presented to this meeting of
the City Council .
Section 7. Sale of Cenificatea . The City Council hereby authorizes, approves and
directs the sale of the Certificates to the Underwriter under the terms and conditions
of, and for the price set forth in, the Certificate Purchase Agreement. The Mayor or, in
the absence thereof, the Mayor Pro Tem of the City Council is hereby authorized and
directed to sign the Certificate Purchase Agreement for and on behalf of the City.
Section 8 . Approval ofQffitjal Statement. The City Council hereby ratifies,
approves and confirms the distribution by the Underwriter of the Preliminary Official
Statement to prospective purchasers of the Certificates. The Official Statement (the
"Official Statement''), in substantially the form of the Preliminary Official Statement
presented at this meeting, is in all respects authorized and approved . The Mayor or,
in the absence there of, the Mayor Pro Tem of the City Council is hereby authorized
and directed to sign the Official Statement, for and on behalf of the City, in the form
approved by the Mayor or, m the absence thereof, the Mayor Pro Tem of the City
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Council. but with such changes therein as the Mayor or. in the absence thereof, the
Mayor Pro Tern may deem necessary or appropriate , as evidenced by the execution
thereof. The distribution by the Underwriter of the Official Statement to prospective
purchasers of the Certificates is hereby approved , authorized , and confirmed .
Sectjon 9 . Execution and Deljyezy of Documents. The City Clerk or. in the absence
thereof, the Deputy City Clerk is hereby authorized and directed to attest all
signatures and acts of any official of the City Council or the City in connection with the
matters authorized by this Ordinance, and to place the seal of the City on the Lease ,
and the Certificate Purchase Agreement authorized and approved by this Ordinance
and all other additional collateral agreements. certificates, documents and other
papers associated with the transactions and other matters authorized by this
Ordinance. The Mayor or, in the absence thereof, the Mayor Pro Tern of the City
Council and other officials , employees and agents of the City Council or the City are
hereby authorized to execute and deliver for and on behalf of the City any and all
additional collateral agreements , certificates, documents and other papers and to
perform all other acts that they may deem necessary or appropriate in order to
implement and carry out the transactions and other matters authorized or
contemplated by this Ordinance.
Section 10. Obhgatjons of the Cjty. No provision of this Ordinance, the Lease, the
Certificates, the Certificate Purchase Agreement, the Construction Agreement, the
Financial Guaranty Agreement or the Official Statement shall be construed as creating
or constituting a general obligation or multiple-fiscal year direct or indirect
indebtedness or other financial obligation whatsoever of the City nor a mandatory
payment obligation of the City in any ensuing fiscal year beyond any fiscal year during
which the Lease shall be in effect. The City shall have no obligation to make any
payment with respect to the Certificates except in connection with the payment of the
Base Rentals (as defined in the Lease) and certain other payments under the Lease ,
which payments may be terminated by the City in accordance with the provisions of
the Lease.
Section 11. Qedaratjons and Fjndjngs . The City Council hereby determines and
declares that the Base Rentals represent the fair value of the use of the Leased
Property (as defined in the Lease), and that the Purchase Option Price (as defined in
the Lease) represents the fair purchase price of the Leased Property. The City Council
hereby determines and declares that the Base Rentals do not exceed a reaaonable
amount so as to place the City under an economic or practical compulsion to
appropnate moneys to make payments under the Lease or to exercise its option to
purchase the Leased Property pursuant to the Lease . In making such determinations,
the City Council has given consideration to the current market value of the Leased
Property, the cost of acqwring, constructmg or equippmg property aunilar to the
Leased Property, the uses and purposes for which the Leased Property is being and
will be employed by the City, the benefit to the citizens and residents of the City by
reason of the use of the Leased Property pursuant to the terms and proVU110ns of the
Lease , the option of the City to purchase the Leased Property, and the expected
eventual vesting of full title to the Leased Property 10 the City . The City CoUOCll
hereby determines and declares that the leasing of the Leased Property punuant to
the Lease will result m facilities of comparable quality and meeting the same
requirements and standards as would be neceasary if the acquiaition of the Leased
Property were performed by the City other than punuant to the Lease . The City
Council hereby determines and declares that the duration of the Lease, includin& all
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optional renewal terms, authorized under this Ordinance, does not exceed the
weighted average useful life of the Leased Property.
Sectjon 12 . Ratification of Prior Actjons . All actions heretofore taken (not
inconsistent with the provisions of this Ordinance or the Charter) by the City Council
or by the officers and employees of the City directed toward satisfaction of the City's
obligations under the Lease, the Construction Agreement, and the Indenture, and the
execution and delivery of the Certificates, are hereby ratified, approved and confirmed.
Section 13 . Headjnge . The headings to the various sections and paragraphs to
this Ordinance have been inserted solely for the convenience of the reader, are not a
part of this Ordinance, and shall not be used in any manner to interpret this
Ordinance .
Sectjgp 14. Seurahjljty. It is hereby expressly declared that all provisions hereof
and their application are intended to be and are severable. In order to implement
such intent, if any provision hereof or the application thereof is determined by a court
or administrative body to be invalid or unenforceable, in whole or in part, such
determination shall not affect, impair or invalidate any other provision hereof or the
application of the provisicn in question to any other situation; and if any provision
hereof or the application thereof is determined by a court or administrative body to be
valid or enforceable only if its application is limited, its application shall be limited aa
required to moat fully implement its purpose.
Sectjgn 15 . Repealer . All orders, bylaws, ordinances, and resolutions of the City,
or parta thereof, inconaistent or in conflict with this Ordinance, are hereby repealed to
the extent only of such inconaistency or conflict.
Introduced, read in full, and paaaed on first reading on the 2nd day of November,
1998 .
Publiahed aa a Bill for an Ordinance on the 6th day of November, 1998.
Read by title and paaaed on final readina on the 23rd day of November, 1998.
Publiahed by title aa Ordinance No . ~ Seriea of 1998, on the 27th day of
November, 1998.
Thomas J . Burm, Mayor
ATTEST:
Loucriahia A. Ellia, City Clerk
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I , Loucriahia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify
that the above and foregoing is a true copy of the Ordinance paaeed on final reading
and published by title as Ordinance No . ~ Series of 1998.
Loucriahia A. Ellis
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FINANCIAL GUARANTY AGREEMENT
FINANCIAL GUARANTY AGREEMENT made as of[CT.OSJNG DATE), 1998, by and between
[ISSUER) (the"~) and MBIA Inuancc Corporation (the "Irwrer"). organized wider the laws of the
state ofNew York.
WITNESSETH:
WHEREAS , the Isaier has or will iBie the Obligation.,; and
WHEREAS , purg.wtt to the terms of the Documcm the Issuer agrees to make certain payments on the
Obligariom; and
WHEREAS , the lnsurer will wue its Surety Bond, substantially in the fonn set forth in Annex A to this
Agreement, guaranteeing certain paymenrs by the Issuer subject to the terms and limitations of the Surety
Bond;and
WHEREAS , to induce the Insurer to wue the Surety Bond, the Issuer has agreed to pay the premium
fur the Surety Bond and to reimburse the Insurer for all payments made by the Insurer under the Sw-ety
Bond, all as more fully set forth in this Agreement; and
WHEREAS, the lssJer understands that the Insurer~ requires the delivery of this Agreement as
part of the consideration fur the exeoition by the Insurer of the Surety Bond; and
NOW, lHEREFORE, in comideration of the premises and of the agreements herein contained and of
the execution of the Surety Bond, the Issuer and the lnsurer agree as follows :
AR11CLEI
DEFINI110NS; SURE1Y BOND
Section l. 0 l. Definitions. The terms which are capitalized herein shall have the meanings specified in
Anne,c B hereto .
Section 1.02 . Swey Bond.
(a) The lnsurer will wue the Surety Bond in accordance with and subject to the terms and
conditions of the Con u 11itment.
(b) The maximum liability of the Insurer .-the Surety Bond and the coverage and tenn
thereof shall be subject to and limited by the terns and conditiom of the Surety Bond.
Section 1. 03 . lEni!.!m. In consideration of the lnsurer agreeing to wue the Surety Bond hereunder,
the Issuer hereby agrees to pay or cause to be paid the Premium set forth in Annex B hereto . The Premium
on the Surety Bond is not refundable for any reason.
Section 1. 04 . Certain Other Expenses . The Issuer will pay all reasonable fees and disbursements of the
Ins.irer's special counsel related to any modification of this Agreement or the Surety Bond
ARTICLED
REIMBURSEMENT AND INDEMNIFICATION
OBLIGATIONS OF ISSUERAND SECURflY THEREFOR
Section 2. O 1. &iJnbuDemc;Jt fur Paymm Under the Swm Bond and E,q,emes· lndcmnificarion
(a) The Issuer will reimburse the lnsurer, within the Reinmunement Period, widnJt demand or
notice by the Insurer to the Issuer or any other penon, to the extent of each Surety Bond Payment
with interest on each Surety Bond Payment &om and including the date made to the date of the
reimbursement at the lesser of the Reimbursement Rate or the maxmun rate of interest permitted by
then applicable law.
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(c) any circumstances that might otheiwise constitute a defense available to , or discharge ot; the
Issuer with respect to the Obligations, the Document or any other document executed in cormection
with the issuance of the Obligations, or
( d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated
or unliquidated.
Section 2. 05. Insurer's Rights . The Issuer shall repay the Insurer to the extent of payments made and
e,q,erises incurred by the In.surer in connection with the Obligations and this Agreement. The obligation of
the Issuer to repay such amowtts shall be subordinate only to the rights of the Qwners to receive regularly
scheduled principal and interest on the Obligations .
Section 2.06. On-Going Infurmation Obligations ofl,wer.
(a) Ouarterly Rq,orts. The Issuer will provide to the Insurer within 45 days of the close of each
quarter interim financial statements covering all fund balances under the Document, a statement of
operations (mcome statement), balance sheet and changes in fund balances . These statemems need
not be audited by an independent certified public accountant, but if any audited statements are
produced, they must be provided to the Insurer;
(b) Annual Reports . The Issuer will provide to the Insurer annual financial statements audited by
an independent certified public accountant within 90 days of the end of each fiscal year;
(c) Access to Facilities, Books and Records. The Issuer will grant the Insurer reasonable access
to the project financed by the Obligations and will make available to the Insurer, at reasonable times
and upon reasonable notice all books and records relative to the project financed by the Obligations;
and
( d) Corm,liance Certificate . On an annual bass the Issuer will provide to the Insurer a certificate
confinning compliance with all covenants and obligations hereunder and under the Revewe
Agreement, the Doa.unent or any other document executed in cormection with the issuance of the
Obligations .
ARTICI..Em
AMENDME..'l"TS TO DOCliMLVT
So long as this Agreement is in effi:ct, the Issuer agrees that it will not agree to amend the Documem or
any other document executed in connection with the iwancc of the Obligations, without the prior wrinen
consem of the Insurer.
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
Section 4.01 . Events of Perault . The following events shall constitute Events ofDefault hereunder:
(a) The Issuer shall filil to pay to the Insurer when due any amount payable under Sections 1.03,
or
(b) The Issuer shall filil to pay to the Insurer any amount payable under Sections 1.04 and 2.01
hereof and such fililure shall have continued for a period in excess of the Reimbursement Period; or
( c) Aey material representation or warranty made by the Issuer under the Dorumem or
hereunder or any statement in the application for the Surety Bond or any repon, certificate, financial
statement, document or other inmument provided in connection with the Commitment, the Surety
Bond, the Obligations, or herewith shall have been materially fil1se at the time when made; or
(d) Except as otherwise provided in this Section 4.01, the Issuer shall filil to perform any of its
other obligations under the Document, or any other document executed in connection with the
issuance of the Obligations, or hereunder, provided that such fililure cornirues for more than 30 days
after receipt by the luJer of written notice of such fiilw'e to perform; or
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( e) The Issuer shall (i) voluntarily commence any proceeding or file any petition seeking relief
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law, (n1 consent to the institution o~ or fail to controvert in a timely and
approprial_e manner, any such proceeding or the filing of any suci}_petition, (m1 apply for or consent to
the appoimmem of a receiver, trustee, custodian, sequestrator or similar official for such party or for a
substantial part of its property, (1v) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi)
become imable, admit in writing its inability or fail generally to pay its debts as they become due or
(vii1 t.ake action for the purpose of effecting any of the foregoing; or
(f) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of the Issuer, or of a 9.lbstantial pan of its
~. under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
D1SOivency or similar law or (n1 the appointment of a receiver, trustee, custodian, sequestrator or
similar official for the Issuer or for a 9.lbstantial part of its property; and such proceeding or petition
shall continue widisrnissed for 60 days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for 30 clays.
Section4 .02. Remedies . Ifan Event of Default shall occur and be continuing, then the Insurer may
t.ake whatever action at law or in equity may appear necessary or desirable to collect the amounts then due
and thereafter to become due under this Agreement or to enforce performance of any obligation of the Issuer
to the Insurer under the Doa.unent or any related instrument, and any obligation, agreement or covenant of
the Issuer under this Agreement; provided, however, that the Insurer may not take any action to direct or
require acceleration or other early redemption of the Obligations or adversely affect the rights of the ~-
In addition, ifan Event ofDe&ult shall occur due to the fuilure to pay to the Iraurer the amounts due under
Section 1.03 hereo~ the Insurer shall have the right to cancel the Surety Bond in accordance with its tenns .
All rights and remedies of the Insurer under this Section 4. 02 are a.umlative and the exercise of any one
remedy does not preclude the exercise of one or more of the other available remedies .
ARTICLEV
SETll.EMENT
The Insurer shall have the eltClusivc right to decide and determine whether any claim, liability, suit or
judgment made or brought against the Insurer, the Issuer or any other party on the Surety Bond shall or shall
not be paid, compromised, resisted, defended, tried or appealed, and the lns.irer's decision thereon, if made in
good taiih, shall be final and binding upon the Insurer, the Issuer and any other pany on the Surety Bond
An itemized statement of payments made by the Insurer:-'certified by an officer of the Insurer, or the voucher
or vouchers for such payments, shall be prima filcie evidence of the liability of the Issuer, and if the Issuer fails
to immediately reimburse the Insurer upon the receipt of such statement of paymentS, imerest shall be
computed on such .aroount from the date of any paymern made by the Insurer at the rate set forth in
9.lbsection (a) of Section 2.01 hereof
ARTICLE VI
MISCELLANEOUS
Section 6.01 . lruerest Computatiora. All computations of interest due hereunder shall be made on the
basis of the actual IUJrTlber of days elapsed over a year of360 clays .
Section 6.02 . Exercise of'Rjahu. No fuilure or delay on the pan of the Insurer to exercise any right,
power or privilege Wider this ~ and no course of dealing between the Insurer and the Issuer or any
other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege . The rights and remedies herein expres.,iy provided are currularive and
not exclusive of any rights or remedies which the Imurer would otherwise have pursuant to law or equity .
No notice to or denwld on any party in any case shall entitle such party to any other or further nocice or
demand in similar or other ciraJmsrances, or constitute a waiver of the right of the other party to any other or
further action in any circ:umstances without notice or demand .
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Section6 .03 . Anmlment and Wajver. Any provision of this Agreement may be amended, waived,
supplemented, discharged or terminated only with the prior written consent of the Issuer and the Imurer.
The Issuer hmby agrees that upon the written request of the Paying Agent, the Imurer may make or
consent to iwe ~ substitute for the Surety Bond to rure any ambiguity .or formal defect or omission in the
Surety Bond which.does not materially change the terms of the Surety Bond nor adversely affect the rip
of the Owners, and this Agreement shall apply to SJCh ustituted surety bond. The Inairer agrees to deliver
to the Issuer and to the company or companies, if any, rating the Obligations, a copy of SJCh subsriMrd
surety bond.
Section 6.04 . Succes.sors and Apigrur Desg:iptiye H"'1"fiwri
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Issuer and the Insurer
and their respective succe.,son and assigns; provided, that the Issuer may not transfer or assign any or
all of its rights and obligations hereunder without the prior written consent of the Insurer.
(b) The descriptive headings of the various provisiom of this Agreement are iruerted for
convenience of refemlce only and shall not be deemed to affect the meaning or construction of any of
the provisions hereof
Section 6.05 . Other Sureties. Jfthe INurer shall procure any other surety to reinsure the Sw-ety Bond,
this Agreement shall inure to the benefit of SJCh other surety, its successors and assigm, ,o as to give to it a
direct right of action agaimt the Issuer to enfurce this Agreement, and "the Imurer," wherever used herein,
shall be deemed to include SJCh rcinuing surety, as its respective interests may appear.
Section 6. 06 . Sjanawre on Bond. The Issuer's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release
of any indemnity, nor the re1Ul1l or ecchange of any collateral that may have been obtained.
Section 6.07 . :wm. The Issuer waives any~ that this Agreernem was exeaned usequem to
the date of the Surety Bond, admitting and c:ovenaming that u:h Surety Bond was executed pursuant to the
wuer's request and in reliance on the lsam's prorrise to execu1e tlu Agreement.
Section 6.08 . Notices, Rm!CS5 Demands. Except as ocherwile ecpresly provided herein, all written
notices, requescs, demands or other comm.micalions to or upon the respective parties hereto shall be deemed
to have been given or made when aauaDy received, or in the cue of telex or telecopier" notice sent over a
telex or a telecopier machine owned or cperared by a party berelo, when sent, addressed as specified below
or at such other address as any of the pl11JCS may hereafter specify in writing to the ochers :
If to the wucr: [ISSUER]
[snEET ADDRESS]
[CTIY, ST ATE ZIP]
Altmrion : [PERSON AT ISSUER]
If to the Paying Agent : [PA YING AGENT]
Anemion : Corporate Trust Officer
Ifto the Insurer : MBIA Imunnce Corporation
113 King Street
Annonk, New York 10504
Anenlion : lnaired Portfolio
Management Group
Section 6.09 . Suryjyal of Rcpresentations and Wammjg. All represenrarions, wammies and
obligations contained herein shall survive the ex.ecution and delivery of this Agreement and the Surety Bond.
Section 6.10 . Goyemjna Law . This Agreement and the rights and obligations of the panies under this
Agreement shall be governed by and CONlrUrd and interpreted in accordance with the laws of the State .
Section 6.11. Coumca,aas. This Agreement may be execuied in any IUnber of copies and hr the
different parties hereto on the same or ~ coumerpans. each of which shall be deemed to be an original
instrument. Complete coumerparts of this Agreement shall be lodged with the Isur and the Inarer .
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Section 6.12. Sevmb,lity. In the ewtt llrJ · · of dis Agreement shall be held invalid or
ur.enfixceable by llrJ CXlUl't of c:ocJ1)dm ~ u:h holding shall rot invalidate or render
unmfbrceable llrJ otm' provision hereof
Section 6. IJ. -Syryiyal of Qhljprigp ~ anything tt> the conmry contained in this
Agreemat, the obligation of the Isur to pay aD amoums ciJe benulder and the rights of the Ins.irer to
pursue a0 remedies shall survive the expi.lliou, 1mlination OC 91ibslibdion of the Surety Bond and this
Agrmnmt.
IN WITNESS WHEREOF, each of the par1ies hereto bas caused a counmpart of this Agreement to be
duly exea.tted and deliwred u of the dale tint above wrinm.
[ISSUER]
By: ---------Tttle: _______ _
MBIA lnsunDce Corpora1ion
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ANNcX A
DEBT SERVICE RESERVE
SURETY BOND
MBIA Insurance Corporation
Armonk, New York 10504
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Surety Bond No . XXXXXX
MBlA lnsurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the
terms of this Surety Bond, hereby UDcoaditiooally and irrevocably guarmiees the full and compleie paymentS that
are to be applied to payment of priDcipal of and interest on the Obligations (as bereiaafter defined) and that are
required to be made by or on bebalf of [Name of Issuer) (the "Issuer") Wider the [Tide of the Doc:umait) (the
"Doc:umeat1 to [Name of Paying Agent), (the "Paying Agalt9), as such paymeutS are due but shall not be so paid,
in comiec:tion v.ith the Issuance by the Issuer of (T"ltle of the Obliptions) (the "Obligations"), [If parity • together
v.ith any bonds Issued on a parity tbemrith, ·1. provided. that the amount available bereunder for payment
pursuant to any one Demand for Payment (as bereinafler cldi.ned) shall not m:ccd (a: FIXED COVE.RAGE [Dollar
Amount of Co~) or the debt service reseive tiind requil=lent for the Obligations (as set forth in the
Document), whicheYer is less (the "Surety Boad Limic-); pnmded, funber, that the amount available at any
palticular time to be paid to the Paying . Agent Wider the tenos bereo! (die "Surety Boad Coverage") shall be
reduced and may be reinmrtd from time to lime IS set forth berein.) or [b: V .ARIABLE COVERAGE die 1D11U11
amount set forth for the applicable boad year on Exhibit A aaaclled bereto (the "Surety Boad Limit"); plOYided,
further, dial the amount available at any panicular lime to be paid to the Paying Agent Wider the !-UIIIS hereof (the
"Surety Bond ~") sball be reduc:cd and may be rei.asWed from time to time as set forth herein.)
1. As used herein. the term "Owner" shall mean the registered owner of any Obligation as ind.icucd ill the books
maiol3ioed by the applicable paying agem, the Issuer or any desipee of die Issuer for such pwpose. The term
"<>wuer-sball not iDdude the Issuer or any pezson or · entity wbose obligation or obligations by agr=ment
constitule die Wldedyillg securily or soarce of payme11t for the Oblipdons.
2. Upon die 11111:r of (i) lbl= (]) days after receipt by die Insurer of a demand for payment iD. the Corm aaacbcd
hc:uo IS Attacbmcor 1 (the "Demand for Paymait9), duly execured by the Paying .\gem; or (h") the paymmr date
of the Obligatioas as specilled ill the Demand fix Payment presellllld by tbe Paying Aaeot to the Insurer, the
In.sum-will mab a depositoffimds ill aua::oanr with Swe Slreet Baak.aad Trast ~.t'N.A., IA New YOik,
New York, or its saccessor, m6:ieDr for die paymellt to the Paying Agent. of amounrs 111,t are then due to die
Paying Agent (as specified IA die Demand filr Paynmtt) subject to the Surety Boad ~
. 3. Demand for Payment berewlder may be made by prepaid ldecopy, telex. TWX or telegram of !be emcur.ed
Demand for Payment cJo die lnsarer. If a Demaad for PaymeanDade berewlder does DOt. ill my instaD.ce. coaform
to the terms and conditions of this Surety Bond, !be Insurer shall gm DOCice to die Paying Apnr, as pn,mpdy IS
reasonably pracw:able, 1bat such Demand for Paymeat was not dfecad IA ICCIOCdallCle wirll tbe 1m1S and
coaditions of this Surety Boad and bridly aarc tbe reasoD(s) lberelbr. Upoa beiDg DOliaed dill such ~ !or
Paymcot WIS aot drected IA aa:iordaDce 'Wida this Surety Bond, !be Paying Agent may attempt ID COffllCt any mch
noacoaformiD.g Demand for Payment iL and to die extent that. die Paying Agait is entided md able ID do so.
4. 'Ille amount payable. by the lDsurer Wider this Surety Boad punall1f to a particular Demu4 !or Payment sball
be Umited ID the Surety Bond CoYenge. Tbc Surety Bond Cownp sball be ieduced auromarically to !be emnt of
each paymeut made by die IDswer bcn:wlder aad will be reiDSmld to !be extent of each reimbw,emeat of die
1nsum-pursua.a1 to the plUYisions of Anic:le n of !be F"Ullllcial 0uannry Apemeat dallld the dare bereofbelween ·
the ~ and die [Issuer or Obligor) (die "Flm.acia1 GIWllll1 Aplemenr"); plVYided, (ANNUAL PREMIUM
OPTION : that no premium is due aad anpaid on lhis Surety Boad 111d) dw ill no evau sbal1 mch rei.D. ... rement
exa:ed !be Surety Bond Limit. 'Ille lDsurer will aoli!y the Payiq Apnt. in wriliq willlill five (5) days of mch
rambursemeot, dW the Surety Bond Cowrage bas been reinsmod ID die meat of IUCII reimbunemeat plllllWll to
die Fuwac:ial Guaranty Agreemcm and IUCII rewtatcment sbaU be cffimve u of the dare the lDsurer pws such
notice. 'Ille notice to the Paying Agent wil1 be substantially IA die lbrm IDldled bereto u A ttacbmeat 2.
S. Any service of procca oo the Insurer or notice IO die Insurer may be made to the llllurer II its ot!iocs 1ocmd
at 113 King Street, Amloak. New Yorlt 10504 aad such service ofpn,cea sball be valid aad bi~
6. 'Ille rcnn of this Surety Boad sball expire (ANNUAL PREMIUM omoN : ,lllllea c:ancelled pwsuaat ID
paragraph 9 ~f.l on the earlier of (i) (MATIJRrIY DATE) (the maturity dare of the Obliptions beiq
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199 tD 199
199 to 199
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EXHIBIT A
Surety Bond No. XXXXXX
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Maximwn MAYII Debt Service
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Attactunem 1
Surety Boner No . XXXXXX
MBIA Insurance Corporation
113 King Sueet
Armonk, New York 10504
Attention : President
DEMAND FOR PAYMENT
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Reference is made to the Surety Bond No . XXXXXX (the "Surcty Bond") issued by the MBIA lnsurancc
Corporation (the "Insurer"). The terms which AR capiwized herein and not ocbenrise dclioed have the meanings
specified in the Surety Bond unless the conwct ocherwisc requires.
The Paying Agent hereby certifies that:
a) In accordance with the provisions of the Document (aaachecl bercto u Exhibit A), payment is due to the
OwneB of the Obligations on (the "Due Date") in an amount equal to S · (the • Amou.nt
Due").
b) The debt semcc reserve fund requirement for the Obliptions is s __ ___
c) The IIIIOlllltS leplly available to the Paying Agent on the Due Date will be S
Due (die "Defic:icncy").
less than the Amou.nt
d) The Paying Agent bas not beretofon: made demaad Wider die Surety Boad for the Amount Due or any
portion then,o(
The Paying Agent hereby requests lhat paymalt of die Dedc:icacy (subject to die Sun:ty Boad ~) be
made by die ln.surer Wider die Surety Boad 111d dinlcls lhat pl7lllalt lllldcr die .Surety 8bad be made to die
lilllowiag IOCOIIDt by bank wire transfi:r of federal or otber immedialely available tllllds .fli accordance with die
tmns ofdle Surety Boad: ---------------[Paying Agait's Account!
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or Other
Person Files An Application For Insurance Or Statement Of Claim Containing Any Materially
False Information, Or Conceals For The Purpose Of Misleading, Information Concemlng Any
Fact Material Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime, And Sha/I Also
Be Subject To A Civr7 Penalty Not To Exceed Ave Thousand Donar, And The Stated Value Of
The Claim For Each Such Violation .
(PA YING AGENI')
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AnactunenLl _
Surety Bond No . )00000(
tfQIICE OF REJNSTATEMENI
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ltdamce is made to the Surety Bond No. XXXXXX (die "SuRIJ Bolld") issued by the MBIA IDswulce
c.arpaadacl (die "lDsW'er"). Tbe tams wbidl are c:aplllltnd blniD ml aat otbenria dl6Ded baw die maaiDgs
apeci&ld ID die Surety Bond UD1esS the CIIIGIIIXl odlmwile nquiRs.
'l'be Imurer hereby delivers aolice dial It is ID naipt of paymeat from die Obligor pursuant to Anicle II of the
Fmancial Guaranly AgreemeDt 111d as of the dale baeof die SuRlY Boad C-. is S . ·
MlllA Insurance Corporation
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A.t~"EXB
DEFINTI10NS
For an~~ of this Agreement and the Surety Bond. except as otherwise e,cpressly provided herein
or unless the comext otherwise requires, an capiraJized terms shall have the meaning as set out below, which
shall be equally applicable to both the singular and plural fonns of SlCh tennS.
"Agreement" means this FUl31lcial Guaranty Agreement.
"Closing Date" means (CLOSING DATE1 1998 .
"Couu11iane11t" means the cc,11u11ianent to issue Municipal Bond Guaranty lMlr1lnce in the funn
attached hereto as Anne,,c C.
"Debt Service Payments" means those payments required to be made by or on behalf of the Issuer
which will be applied to payment of principal of and interest on the Obligations.
"Demand fur Payment" means the certificate SJbmitted to the Insurer for payment under the Surety
Bond substantially in the fonn attached to the Surety Bond as Attachment I.
"Document" means [DOCUMENT].
''Event ofDefiwlt" shall mean those events of def.wit set forth in Section 4.01 of the Agreement.
"wurer" has the same meaning as set forth in the fim paragraph of this Agreement.
"wuer" means [ISSUER].
"Obligations" means [LEGAL TIILE OF ISSUE] [IF APPLICABLE : together with any bonds
issued on a parity therewith].
"Owners" means the registered owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer or any designee of the Issuer for such puiposc.
"Paying Agent" means [PA YING AGENT].
"Premium" means [PREMIUM} payable to the Insurer on or prior to the Qosing Date.
"Reimbursemem Period" means, with respect to a particular Surety Bond Payment, the period
commencing on the date of such Surety Bond ~ and ending on the earlier of the date of cancellation
of the Surety Bond due to nonpayment of Premium when due or on the ecpiral:ion of x following such
Surety Bond Paymern .
"Reimbursement Rate" means Ciubank's prime rate plus three (3) percent per annum, as of the date of
such Surety Bond Payment, said "prime rate" being the rate of interest announced from time to time by
Cinbank, N.A , New York, New York, as its prime rate. The rate ofinterP.St shall be calculated on the basis
of the actual number of days elapsed over a 360-day year .
"State" means [SB.TE].
"Surety Bond" means that surety bond attached hereto as Annet A and issued by the Insurer
guaranteeing, subject to the terms and limitations thereo~ Debt Service Paymerns required to be made by the
Issuer under the Document.
"Surety Bond Coverage " means the amount available at any particular time to be paid under the terms
of the Surety Bond, which amount shall never exceed the Surety Bond Limit.
"Surety Bond Limit" means [SURETY BOND LIMIT].
"Surety Bond Payment" means an amount equal to the Debt Service Payment required to be made by
the Issuer pUBJant to the Document less (~ that portion of the Debt Service Payment paid by or on behalf of
the Issuer, and (Ii) other funds legally available for payment to the OwneB, all as certified in a Denwid fbr
Payment.
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ANNEXC
COMMITMENT
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City of Englewood
3400 South Elati Street
Englewood, CO 80110
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$21,530,000
City of Englewood, Colorado
Certificates of Panicipation
(Civic Center Project)
Series 1998
CERTIFICATE PURCHASE AGREEMENT
November 23, 1998
Englewood Environmental Foundation, Inc .
3400 South Elati Street
Englewood, CO 80110
The Bank ofChel'T)' Creek, N.A.,
as Trustee
3033 East First Avenue
Denver, CO 80206
Ladies and Gentlemen :
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On the basis of the representations, warranties, covenants and conditions contained in this
Certificate Purchase Agreement (this "Agreement''), the undersigned, George K . Baum &
Company (the "Underwriter''), hereby offers to purchase the City of Englewood, Colorado,
Certificates of Participation (Civic Center Project), Series 1998 (the "Certificates'') in the
aggregate principal amount of $21,530,000, evidencing usignments of proportionate interests in
rights to receive payments pursuant to a Lease Purchase Agreement, dated as of December 1,
1998 (the "Lease"), between the Englewood Environmental Foundation, Inc:' (the
"Corporation"), as lessor, and City of Englewood, Colorado (the "City''), as lessee. The
Certificates are issued pursuant to a Mortgage and Indenture of Trust, dated as of December 1,
1998 (the "Indenture"), between The Bank of Cherry Creek, N.A., as trustee ("Trustee''), and the
Corporation.
The Underwriter agrees to purchase the Certificates at a price of $21,.366,004.58, being
the par amount of the Certificates, less original issue discount of SI 15,076.25, lea an
Underwriter's discount of $129,180.00, plus accrued interest of $80,260.83 (the '"Purcbasc
Price"). The City will lease the Leased Property (as defined in the Lease) from the Corporation
pursuant to the Lease and the proceeds from the sale of the Certificates to the Underwriter, under
the conditions set fonh bcmn, shall be deposited with the Trustee as provided in the lndmturc .
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The Certificates shall be issued under and secured as provided in the Indenture, and shall
be subject to redemption and shall contain other terms as set forth in the Indenture and the
Official Statement (defined in Section 2(c) hereof). The Certificates shall have the maturities
and interest rates set forth in Appendix A to this Agreement.
All capitalized terms used but not defined herein shall have the meanings defined in the
Lease and the Indenture, unless the context clearly indicates otherwise.
Section 1. Delivery of Official Statement.
(a) The City has heretofore authorized the Preliminary Official Statement
dated December 12 1998 (the "Preliminary Official Statement") and deemed final the
Preliminary Official Statement as of its date within the meaning of Rule 15c2-12 under
the Securities and Exchange Act of 1934 (the "Rule") except for the omission of no more
than the following information: the offering prices, interest rates, selling compensation,
aggregate principal amount, delivery date, ratings, and other terms of the Certificates
depending on such matters . The City shall deliver to the Underwriter in sufficient time to
accompany any confirmation that requires payment from any customer and in any event
no later than seven business days after the date hereof, copies of the final Official
Statement relating to the Certificates, in sufficient quantity to enable the Underwriter to
comply with the Rule and the rules of the Municipal Securities Rulemaking Board (the
"MSRB").
(b) The City consents to and ratifies the use of copies of the Preliminary
Official Statement and authorizes the use of copies of the Official Statement in
connection with the public offering and sale of the Certificates.
(c) The City promptly shall notify the Underwriter of any material change in
the affairs or financial condition of the City which may occur prior to the Closing (as
defined in Section 5 hereof). Also, the City shall promptly notify the Underwriter of any
material developments affecting the City or the Certificates which occur between the date
of this Agreement and a date which is 25 days after the end of the underwriting period (as
defined below in this subsection). After such notification, if, in the opinion of the City or
the Underwriter, a change would be required in the Official Statement in order to ·inakc
the statements therein true and not misleading or incomplete in any material respect, then
such change will be made by amendment or supplement, and the Official Statement as so
amended or supplemented will be supplied to the Underwriter in reasonable quantity for
distribution; provided that, the City will not amend or supplement the Official Statement
without the prior consent of the Underwriter, which consent will not be unreasonably
withheld . End of the underwriting period shall mean the date of the Closing unless the
Underwriter shall in writing advise the City that the underwriting period must be
extended, in which case the end of the underwriting period shall be the date set forth in
such writing .
(d) The City shall cooperate with the Underwriter in taking all necessary
action to qualify the Certificates for offer and sale under the securities or "blue sky" laws
of such states and territories of the United States as the Underwriter may request;
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provided that the City will not be required to consent to service of process in jurisdictions
other than Colorado .
(e) Pursuant to MSRB Rule G-36 and the Rule, the Underwriter shall send, by
first-class mail or equally prompt means, a copy of the Official Statement to the MSRB
and to a nationally recognized municipal securities information repository.
Section 2. City's Representations, Warranties and Agreements. The City hereby
represents and warrants to, and agrees with, the Underwriter, the Corporation and the Trustee as
follows :
(a) the City is a duly organized and validly existing municipal corporation of
the State of Colorado (the "State");
(b) the City has full power and authority to consummate all transactions
contemplated by (i) the City of Englewood, Colorado, Certificates of Participation (Civic
Center Project), Series 1998, in the aggregate principal amount of $21,530,000 (the
"Certificates"); (ii) the Ordinance finally adopted by the City Council of the City on
second reading on November 23, 1998 authorizing the execution and delivery of
Principal Documents and the Official Statement (as both are defined below) and other
matters related thereto (the "Authorizing Ordinance"); (iii) the Lease; (iv) the Indenture;
(v) this Agreement; (vi) the Agreement to Construct Improvements and Acquire and
Install Equipment dated as of December 1, 1998 (the "Agreement to Construct") between
the City and the Corporation; (vii) the Continuing Disclosure Agreement dated as of
December 1, 1998 (the "Continuing Disclosure Agreement") between the City and the
Trustee ; (viii) the Blanket Issuer Lener of Representations (the "Letter of
Representations"') between the City and The Depository Trust Company; (ix) the 1998
Certificate Insurance Policy, dated as of December 1, 1998, as amended (the "Insurance
Policy"), between the City and MBIA Insurance Corporation ; (x) all cenificates and
other documents executed and delivered by the City in connection with the issuance of
the Cenificates, including but not limited to the Tax Compliance Certificate and the
Internal Revenue Service Form 8038-G executed and delivered in connection with the
issuance of the Certificates (all ordinances, resolutions, documents, agreements and
instruments referred to in clauses (i) through (ix) above, collectively, are referfcd to
herein as the "Principal Documents"); and (xii) the Preliminary Official Statement and
the final Official Statement to be dated as of the date hereof, including all appendices
thereto and any amendment or supplement thereto (the "final Official Statement'') (the
Preliminary Official Statement and the final Official Statement, collectively , are referred
to herein as the "Official Statement");
(c) the City has, or prior to the Closing Time (as defined in Section S hereof)
will have , duly authorized and have taken all necessary action to be taken by it for (i) the
execution and delivery of the Official Statement and the execution, delivery, receipt and
due performance of the Principal Documents to which it is a party and any and all other
agreements or instruments that may be required to be executed, delivered, received or
performed by the City in order to carry out, give effect to and consummate the
transactions contemplated by the Principal Documents and by the Official Statement; (ii)
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the authentication and delivery of the Certificates upon the terms set forth in the Principal
Documents and the Official Statement; and (iii ) the carrying out, giving effect to and
consummation of the transactions contemplated by the Principal Documents and by the
Official Statement ;
(d ) the Principal Documents to which the City is a party and all other
documents , agreements and instruments that ma y be required to be executed, delivered ,
received or performed by the City in order to carry out, give effect to and consummate
the transactions contemplated by the Principal Documents and by the Official Statement
shall, at the Closing Time (as defmed in Section 5 hereof), have been duly authorized,
executed, received and delivered by the City and , assuming their enforceability against
the other parties thereto, const itute valid , legal and binding obligations of the City,
enforceable in accordance with their terms, subject only to bankruptcy, insolvenc y,
moratorium or other laws affecting creditors' rights generally and equitable principles ,
whether considered at law or in equity ;
(e) the execution and delivery of the Official Statement, the execut ion ,
delivery, receipt and due performance of the Principal Documents to which the City is a
party, the authentication and delivery of the Certificates, and the consummation of the
transactions contemplated by the Principal Documents and the Official Statement do not
conflict with or result in a breach of the terms, conditions or provisions of any restriction
or any agreement or instrument to which the City is now a party or by which the City is
bound, or constitute a default under any of the foregoing or, except as specifically
provided in the Principal Documents, result in the creation or imposit ion of a lien or
encumbrance whatsoever upon any of the property or assets of the City ;
(f) except as described in the Official Statement, to the knowledge of the
City, there is no litigation or proceeding pending or threatened against the City or any
other person affecting the right of the City to sell the Purchased Property or to execute
and deliver an y of the Principal Documents or the Official Statement, the ability of the
City to make the payments required under the Lease or the ability of the City otherwise to
comply with its obligations under the Principal Documents to which the City is a party ;
(g) as of the date of this Agreement, the information set forth in the Official
Statement is true , complete and correct and docs not contain any untrue statement of a
material fact nor om it to state any material fact necessary to make the statements therein ,
in light of the circumstances under which they were made , not misleading ;
(h) no approval, authorization, consent or other order of any public board or
bod y which has not been obtained, other than registration under and compliance with the
securities laws of the various states as to which no representation is made by the City, is
legally required in cormection with the issuance or sale of the Certificates to the
Underwriter or the consummation of the transactions contemplated by the Principal
Documents or by the Official Statement ;
(i ) the issuance of the Certificates will not directly, indirectly or contingently,
constitute a debt , indebtedness or multiple-fiscal year direct or indirect debt or other
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financial obligation of the City or obligate the City to levy any form of taxation therefor
or to make any appropriation for their payment;
(j) the City shall direct the application of the proceeds from the sale of the
Certificates as provided in the Indenture;
{k) the City acknowledges, has authorized and, to the extent applicable, has
ratified the use by the Underwriter in coMection with the offering and sale of the
Certificates of the final Official Statement and the Preliminary Official Statement;
(l) the City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriter as the Underwriter may reasonably
request in order to qualify the Certificates for offer and sale under the Blue Sky or other
securities laws and regulations of such states and other jurisdictions of the United States
as the Underwriter may designate;
{m) any certificate signed by any of the City's authorized officers and
delivered to the Underwriter shall be deemed to be a representation and warranty by the
City to the Underwriter as of the Closing Time {as defined in Section 5 hereot) as to the
statements made therein;
{n) the financial statements of the City included in the Official Statement have
been prepared in conformity with generally accepted accounting principles consistently
applied to the periods concerned and fairly present the financial condition of the City and
the revenues which may be appropriated by the City for payment of the Certificates as
referred to in the Official Statement;
(o) subsequent to the respective dates as of which information is given in the
Official Statement up to and including the date hereof, there has been no material adverse
change in the financial position, prospects, projections, results of operations, usets or
condition, financial or otherwise, of the City, except as described in the Official
Statement; and
(p) the City shall enter into the Continuing Disclosure Agreement, which is a
wrinen agreement or contract, constituting an undertaking to provide ongoing disclosure
about the City for the benefit of the owners of the Certificates, on or before the date of
delivery of the Certificates as required by Section {b)(S){i) of the Rule, which Agreement
shall be in substantially the form previously distributed to and approved by the
Underwriter, with only such changes as may be agreed to in writing by the Underwriter.
Section 3. Corporation's Represeatatioas, Warraaties aad Acreemeats . The
Corporation hereby represents and warrants to, and agrees with, the Underwriter, the City and
the Trustee that :
(a) the Corporation is a Colorado corporation duly organized, existing and in
good standing under the laws of the State, is duly qualified to do business in the State,
and , under its Articles of Incorporation and Bylaws, is authorized to own and manage its
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properties, to conduct its affairs in the State, and to act in the manner contemplated in the
Principal Documents and the Official Statement;
(b) the Corporation has full legal right, power and authority to consummate all
transactions contemplated by the Principal Documents and by the Official Statement;
(c) the leasing of the Leased Property to the City pursuant to the Lease and
the assignment to the Trustee of the right, title and interest of the Corporation in the
Lease as provided in the Indenture, are necessary, appropriate, convenient and in
furtherance of the authorized purposes of the Corporation;
(d) the Corporation has, or prior to the Closing Time (as defined in Section 5
hereof) will have, duly authorized and have taken all necessary action to be taken by it
for: (i) the issuance and sale of the Cenificates upon the terms set fonh herein and in the
Official Statement; (ii) the execution, delivery, receipt and due performance of the
Principal Documents to which it is a party and any and all other documents, agreements
and instruments that may be required to be executed, delivered, received or performed by
the Corporation in order to carry out, give effect to and consummate the transactions
contemplated by the Principal Documents and by the Official Statement; and (iii) the
carrying out, giving effect to and consummation of the transactions contemplated by the
Principal Documents and by the Official Statement;
( e) the Principal Documents to which the Corporation is a party and all other
documents, agreements and instruments that may be required to be executed, delivered,
received or performed by the Corporation in order to carry out, give effect to and
consummate the transactions contemplated by the Principal Documents and by the
Official Statement shall, at the Closing Time (as defined in Section 5 hereof), have been
duly authorized, executed, received and delivered by the Corporation and, assuming their
enforceability against the other parties thereto, constirute valid, legal and binding
obligations of the Corporation, enforceable in accordance with their terms, subject only to
bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally
and equitable principles, whether considered at law or in equity;
(f) the execution, delivery, receipt and due performance of the Principal
Documents to which the Corporation is a party and the consummation of the transactions
contemplated by the Principal Documents and the Official Statement do not conflict with
or result in a breach of the terms, conditions or provisions of any restriction or any
agreement or instrument to which the Corporation is now a party or by which the
Corporation is bound, or constirute a default under any of the foregoing or, except as
specifically provided in the Principal Documents, results in the creation or imposition of
a lien or encumbrance whatsoever upon any of the property or assets of the Corporation;
(g) except as described in the Official Statement, to the knowledge of the
Corporation, there is no litigation or proceeding pending or threatened against the
Corporation or any other person affecting the right of the Corporation to purchase the
Purchased Property or to execute and deliver any of the Principal Documents, the ability
of the Corporation to assign its right, title and interest in the Lease to the Trustee or the
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ability of the Corporation otherwise to comply with its obligations under the Principal
Documents to which the Corporation is a party;
(h) any certificate signed by any of the Corporation's authorized officers and
delivered to the Underwriter shall be deemed a representation and warranty by the
Corporation to the Underwriter as of the Closing Time (as defined in Section 5 hereat) as
to the statements made therein;
(i) no approval , authorization, consent, or other order of any public board or
body which has not been obtained, other than registration under the compliance with the
securities laws of the various states as to which no representation is made by the
Corporation, is legally required for the consummation of the provisions of the Principal
Documents or any other transaction contemplated by the Principal Documents or by the
Official Statement;
(j) as of the date of this Agreement the information set forth in the Official
Statement is true, complete and correct and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; and
(k) the Corporation will cooperate with the City and Bond Counsel in the
preparation of such amendments of and supplements to the Official Statement, as may be
advisable, in the reasonable judgment of the Underwriter and the City, to assure
compliance with the foregoing representation contained in Section 3(j) hereof. The
Corporation 's obligation stated in the preceding sentence will continue for a period of 60
days from the date hereof or until such earlier time as the Underwriter shall no longer
hold for sale any of the Certificates.
Section 4. Trustee's Representations, Warranties and Agreements . The Trustee
hereby represents and warrants to, and agrees with, the Underwriter, the City and the
Corporation that :
(a) the Trustee is a national banking association, duly organized and validly
existing under the laws of the United States of America and in good standing under the
laws of the United States of America;
(b) the Trustee has full power and authority to consummate all transactions
contemplated by the Principal Documents and by the Official Statement;
(c) the Trustee has, or prior to the Closing Time (as defined in Section 5
hereat) will have, duly authorized and have taken all necessary action to be taken by it
for : (i) the issuance of the Certificates upon the terms set forth herein; (ii) the execution,
delivery , receipt and due performance of the Principal Documents to which it is a party
and any and all other documents, agreements and instruments that may be required to be
executed, delivered, received or performed by the Trustee in order to carry out, give
effect to and consummate the transactions contemplated by the Principal Documents; and
(iii) the carrying out, giving effect to and consummation of the transactions contemplated
by the Principal Documents ;
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(d) the Principal Documents to which the Trustee is a party and all other
documents, agreements and instruments that may be required to be executed, delivered,
received or performed by the Trustee in order to carry out, give effect to and consummate
the transactions contemplated by the Principal Documents shall, at the Closing Time (as
defined in Section 5 hereof), have been duly authorized, executed, received and delivered
by the Trustee and, assuming their enforceability against the other parties thereto,
constitute valid, legal and binding obligations of the Trustee, enforceable in accordance
with their terms, subject only to bankruptcy, insolvency, moratorium or other Jaws
affecting creditors' rights generally and equitable principles, whether considered at law or
in equity;
(e) the execution, delivery, receipt and due performance by the Trustee of the
Principal Documents to which it is a party, including the Cenificates, and the
consummation of the transactions contemplated by the Principal Documents and the
Official Statement do not conflict with or result in a breach of the terms, conditions or
provisions of any restriction or any agreement or instrument to which the Trustee is now
a party or by which the Trustee is bound, or constitute a default under any of the
foregoing or, except as specifically provided in the Principal Documents, results in the
creation or imposition of a lien or encumbrance whatsoever upon any of the property or
assets of the Trustee;
(f) except as described in the Official Statement, to the knowledge of the
Trustee, there is no litigation or proceeding pending or threatened against the Trustee or
any other person affecting the right of the Trustee to execute and deliver any of the
Principal Documents or the Ce:tificates or the ability of the Trustee otherwise to comply
with its obligations under the Principal Documents to which the Corporation is a party or
the Cenificates; and
(g) any cenificate signed by any of the Trustee's authorized officers and
delivered to the Underwriter shall be deemed a representation and warranty by the
Trustee to the Underwriter as of the Closing Time (as defined in Section 5 hereof) as to
the statements made therein.
Section 5. Tbc Closin&. On the basis of the representations, and subject to the temis and
conditions, set fonh in this Agreement, at the Closing Time (as defined in this Section) the
Underwriter agrees to purchase, and the City , the Corporation and the Trustee agree to take all
action necessary to cause to be issued and delivered to the Underwriter, the Cenificates for the
Purchase Price .
The Cenificates shall be delivered on behalf of The Depository Trust Company, and the
Underwriter shall accept delivery of and pay the Purchase Price for the Certificates in
immediately available funds payable to the order of the Trustee, at the offices ofKutak Rock, in
Denver, Colorado, at 9 :00 a.m., Denver time, on December 29, 1998, or at such other place, time
or date as shall be mutually agreed upon by the City, the Underwriter, the Trustee and the
Corporation . The delivery of and payment for the Certificates is referred to herein as the
"Closing," the date of such delivery and payment is referred to herein as the "Closing Date," and
the hour and date of such delivery and payment is referred to herein as the "Closing Time." The
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Certificates shall be delivered in definitive form, bearing CUSIP numbers (provided neither the
printing of a wrong number on any Certificate nor the failure to print a number thereon shall
constitute cause to refuse delivery of any Certificates).
Section 6. Closing Conditions. The Underwriter has entered into this Agreement in
reliance upon the representations, warranties and agreements herein and the performance by the
City, the Corporation and the Trustee with their respective obligations hereunder at or prior to
the time of the Closing. The Underwriter' obligations under this Agreement are and shall be
subject to the following further conditions being satisfied at or prior to the time of the Closing:
(a) the Certificates, the Indenture, the Lease, this Agreement, the Official
Statement and the other Principal Documents shall have been duly authorized, executed,
authenticated, delivered and received by the respective parties thereto in the form
approved by the Underwriter with only such changes as shall be mutually agreed upon by
the City and the Underwriter;
(b) the Underwriter shall have received evidence satisfactory to the
Underwriter that the City, the Corporation and the Trustee have taken all action necessary
to authorize and approve the issuance and sale of the Certificates;
(c) subsequent to the respective dates as of which information is given in the
Official Statement up to and including the Closing Time, the City, the Corporation and
the Trustee shall not have incurred any material liabilities, direct or contingent, nor shall
there have been any adverse material change in the financial position, or prospects or
projections, results of operations or conditions, financial or otherwise, of the City, except
as described in the Official Statement;
(d) at the Closing, the Underwriter shall receive the following documents,
each dated as of the Closing Date and in form and substance satisfactory to the
Underwriter :
02 -21196 .01
(i) executed copies of each of the Principal Documents and the final
Official Statement;
(ii) a certified copy of the Authorizing Ordinance;
(iii) a certified copy of the resolution of the Corporation authorizing its
execution of the Principal Documents to which it is a party, the execution of the
Certificates and other matters related thereto;
(iv) a municipal bond insurance policy guaranteeing payment of the
principal and interest on the Certificates issued by MBIA Insurance Corporation;
(v) an unqualified standard form of approving opinion of Kutak Rock,
Bond Counsel;
(vi) an opinion of Kutak Rock as to their participation in the
preparation of the Official Statement;
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(vii) a certificate or opinion of the City Attorney that (A) the meeting at
which the Authorizing Ordinance was adopted was noticed, and all proceedings
relating to the adoption of the Authorizing Ordinance were conducted in
accordance with all applicable bylaws, rules, regulations and resolutions of the
City, in accordance with the normal procedures of the City relating to such
matters, and in accordance with applicable constitutional provisions and statutes
of the State and all other applicable laws; (B) all the Principal Documents to
which the City is a party have been duly authorized, executed and delivered; and
(C) to his knowledge after due inquiry, there is no litigation or proceeding
pending or threatened against the City or any other person affecting the right of
the City to execute and deliver any of the Principal Documents or the Official
Statement, the ability of the City to make the payments required under the Lease
or the ability of the City otherwise to comply with its obligations under the
Principal Documents to which the City is a party;
(viii) a certificate of the City executed by the Mayor of the City, dated as
of the Closing Date, certifying that (A) the Preliminary Official Statement as of its
date was, and the Official Statement as of its date was and at all times to and
including the time of the Closing is, true and accurate in all material respects; (B)
the Preliminary Official Statement as of its date did not, and the Official
Statement did not and does not, contain any untrue statement of a material fact or
omit any statement of a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; (C) all of
the representations and warranties of the City in this Agreement are true,
complete and correct on and as of the Closing Time with the same effect as if
made at such time; and (D) the City has complied with and performed all of its
covenants and agreements in this Agreement to be complied with and performed
at or prior to the Closing Time;
(ix) a certificate executed by the President of the Corporation, or any
other duly authorized officers of the Corporation satisfactory to the Underwriter,
dated as of the Closing Date, certifying that (A) the Preliminary Official
Statement as of its date was, and the Official Statement as of its date was aiid at
all times to and including the time of the Closing is, true and accurate ·'in all
material respects; (B) the Preliminary Official Statement as of its date did not, and
the Official Statement did not and does not, contain any untrue statement of a
material fact or omit any statement of a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; (C) all of the representations and warranties of the Corporation in this
Agreement are true, complete and correct on and as of the Closing Time with the
same effect as if made on and at such time; and (D) the Corporation has complied
with and performed all of its covenants and agreements in this Agreement to be
complied with and performed at or prior to the Closing;
(x) a certificate of the Trustee, dated the date of the Closing and
executed by an authorized officer of the Trustee, certifying that (A) the Trustee
has duly executed and delivered the Indenture, has duly accepted the duties and
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obligations imposed upon it pursuant to the Indenture and has duly authenticated
and delivered the Certificates pursuant to the Indenture; (B) all of the
representations and warranties of the Trustee in this Agreement are true, complete
and correct as of the Closing Time with the same effect as if made at such time;
and (C) the Trustee has complied with and perfonned all of its covenants and
agreements in this Agreement to be complied with or perfonned at or prior to the
Closing;
(xi) opinions of counsel to, or certificates of officers of, MBIA
Insurance Corporation as to the enforceability of the municipal bond insurance
policy, the reserve fund surety bond, and the infonnation in the Official
Statements regarding MBIA Insurance Corporation, the municipal bond insurance
policy, and the reserve fund surety bond;
(xii) evidence of the title insurance for the Leased Property;
(xiii) evidence of compliance by the City with the provisions of the
Lease regarding property and casualty insurance covering the Leased Property;
(xiv) an executed copy of the Certificate Insurance Policy and Series
1998 Surety Bond;
(xv) Evidence satisfactory to the Underwriter that the Bonds have been
rated "Aaa" by Moody's Investor Service and "AAA" by Standard & Poor's
Ratings Sc!rvices, a division of the McGraw-Hill Companies, Inc.
(xvi) such additional certificates and documents as the Underwriter may
reasonably request to evidence perfonnance of or compliance with the provisions
hereof and the transactions contemplated by the Principal Documents and by the
Official Statement.
Section 7. Underwriter's Ri1bt to Termillate A&reemeat. The Underwriter shall have
the right to tenninate their obligations under this Agreement to purchase the Certificates by
notifying the City in writing · or by telegram of its election to do so between the date ~f this
Agreement and the Closing Time, if any of the following events occur prior to the Closing Time :
(a) a tentative decision with respect to legislation shall be reached by a
comminee of the House of Representatives or the Senate of the Congress of the United
States of America, or legislation shall be favorably reported by such a committee or be
introduced by amendment or otherwise, in, or be passed by, the House of Representatives
or the Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the Congress
of the United States of America, or a decision by a court established under Article ID of
the Constitution of the United States of America, or the Tax Court of the United States of
America, shall be rendered, or a ruling, regulation or order of the Treasury Department of
the United States of America or the Internal Revenue Service shall be made or proposed.
having the purpose or effect of imposing federal income ta.ution, or any other event shall
have occurred which results in the imposition of federal income taxation, upon revenues
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or other income of the general character to be derived by the City or by any similar body
or upon interest received on obligations of the general character of the Certificates, or the
Certificates, which, in the Underwriter's reasonable opinion, materially adversely affects
the market price of the Certificates;
(b) any legislation, ordinance, rule or regulation shall be introduced in or be
enacted by any governmental body, department or agency in the State or a decision by
any court of competent jurisdiction within the State shall be rendered which, in the
Underwriter's reasonable opinion, might materially adversely affect the market price of
the Certificates;
(c) a stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency having
jurisdiction of the subject matter shall be issued or made to the effect that the issuance,
offering or sale of obligations of the general character of the Certificates, or the issuance,
offering or sale of the Certificates, including all the underlying obligations, as
contemplated by the Principal Documents or by the Official Statement, is in violation or
would be in violation of any provision of the federal securities Jaws, including the
Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of
1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended
and as then in effect;
( d) legislation shall be introduced in or enacted by the Congress of the United
States of America, or a decision by a court of the United States of America shall be
rendered, or a ruling, regulation or official statement of the Securities and Exchange
Commission or other governmental agency having jurisdiction of the subject matter shall
be made or proposed, to the effect that obligations of the general character of the
Certificates, or the Certificates, including all the underlying obligations, are not exempt
from registration under or from other requirements of the Securities Act of 1933, as
amended and as then in effect, or the Securities Exchange Act of 1934, as amended and
as then in effect, or that the Purchase Agreement is not exempt from qualification under
or other requirements of the Trust Indenture Act of 1939, as amended and as then in
effect;
(e) any event shall have occurred, or information become known, which, in
the Underwriter's opinion, makes untrue in any material respect any statement or
information contained in the Official Statement or has the effect that the Official
Statement contains an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading;
(f) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any govenunental authority or by
any national securities exchange;
(g) the New York Stock Exchange or any national securities exchange, or any
governmental authority, shall have imposed, as to the Certificates or obligations of the
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general character of the Certificates, any material restrictions not now in force or being
enforced, or increase materially those now in force, with respect to the extension of credit
by, or the charge to the net capital requirements of, the Underwriter;
(h) a general banking moratorium shall have been established by federal or
State authorities; or
(i) a war involving the United States of America shall have been declared, or
any conflict involving the anned forces of the United States of America shall have
escalated, or any other national emergency relating to the effective operation of
government or the financial community shall have occurred, which, in the Underwriter's
opinion, materially adversely affects the market price of the Certificates.
Section 8. Conditions to the Obligations of the City, the Corporation and the
Trustee. The City's, the Corporation's and the Trustee's obligations under this Agreement are
subject to the Underwriter's due performance of their obligations and agreements to be
performed under this Agreement at or prior to the Closing Time; and are also subject to the
following conditions being satisfied at the Closing Time:
(a) except as described in the Official Statement, there shall be no legal or
governmental actions, suits, proceedings, inquiries or investigations pending, or to the
City 's, the Corporation's or the Trustee's knowledge threatened, in which an unfavorable
decision, ruling or finding would adversely affect (i) the validity or enforceability of any
of the Principal Documents or the transactions contemplated by the Principal Documents
or by the Official Statement; (ii) the existence or power of the City, the Corporation or
the Trustee; or (iii) the right of the City, the Corporation or the Trustee to use the
proceeds of the sale of the Certificates as provided in the Indenture and the Lease; and
(b) all opinions, certificates and other documents relating to the City's, the
Corporation 's and the Trustee's participation in the transactions contemplated by the
Principal Documents or by the Official Statement shall be satisfactory in form and
substance to the City, the Corporation and the Trustee.
Section 9. Payment of Expenses. The City shall pay all expenses incident .to the
issuance of the Certificates from proceeds of the Certificates or, if the Certificates arc not issued
or if the proceeds of the Certificates available therefore are insufficient, from other funds of the
City, regardless of whether the Certificates are issued and regardless of when such expenses are
incurred. Such expenses shall include, but shall not be limited to (a) the cost of preparing,
printing or otherwise reproducing and distributing the Certificates, the Principal Documents and
the Official Statement; (b) the cost of preparing, authenticating and obtaining CUSIP numbers
for the definitive Certificates; (c) the fees and expenses ofKutak Rock; Berenbaum, Weinshienk
& Eason, P.C .; Guthrey & Rickles, P .C.; and any other experts and consultants retained in
connection with the issuance of the Certificates; (d) the insurance premium of MBIA Insurance
Corporation; (e) the fees of any rating agency; (t) the fees and expenses of the Trustee; and (g)
any Blue Sky registration fees payable in connection with the offering and sale of the
Certificates .
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Section 10. Survival of Representations, Warranties and Agreements. All of the
City's, the Corporation's and the Trustee's representations, warranties and agreements set forth
in this Agreement and any other document relating to the issuance of the Certificates shall
remain operative and in full force and effect, regardless of any investigation made by the
Underwriter or on their behalf, and shall survive delivery of the Certificates to the Underwriter.
Section 11. Notices. Any notice or other communication to be given to the City under
this Agreement may be given by mailing or delivering the same in writing to the City at 3400
South Elati Street, Englewood, Colorado 80110, Attention: Gary Sears, City Manager; any notice
or other communication to be given to the Underwriter under this Agreement may be given by
delivering the same in writing to George K. Baum & Company, 717 Seventeenth Street, Suite
2500, Denver, Colorado 80202, Attention: Vicki Mattox; any notice or other communications to
be given to the Corporation under this Agreement may be given by delivering the same in
writing to the Corporation at 3400 South Elati Street, Englewood, Colorado 80110; and any
notice or other communication to be given to the Trustee under this Agreement may be given by
delivering the same in writing to The Bank of Cherry Creek, N.A., 950 Seventeenth Street, Suite
650, Denver, Colorado 80202, Attention: trust department.
Section 12. Entire Agreement; Parties In Interest. This Agreement when accepted by
the City, the Corporation and the Trustee in writing as heretofore specified shall constitute the
entire agreement between the Underwriter and the City, the Corporation and the Trustee and as
made solely for the benefit of the Underwriter (including any successor or assign of the
Underwriter) and the City, the Corporation and the Trustee, and no other person shall acquire or
have any right hereunder or by virtue hereof.
Section 13. Counterparts. This Agreement may be executed in several counterparts,
which together shall constitute one and the same instrument.
Section 14. Effectiveness. This Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the City, the
Corporation and the Trustee.
Section 15. Governing Law. The validity, interpretation and performance of tl!,is
Agreement shall be governed by the laws of the State of Colorado .· · /
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Very truly yours,
Accepted and agreed to as of
the date set forth above:
·~
CITY OF ENGLEWOOD, COLORADO
Mayor
Attest:
Clerk and Recorder
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GEORGE K.. BAUM & COMPANY
Senior Vice President
[Signature Page of City To Certificate Purchase Agreement]
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Accepted and agreed to as of
the date set forth above :
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ENGLEWOOD ENVIRONMENTAL FOUNDATION, INC.
President
[Signature Page of Corporation To Certificate Purchase Agreement]
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Accepted and agreed to as of
the date set forth above :
THE BANK OF CHERRY CREEK, N.A.,
as Trustee
Authorized Signatory
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[Signature Page of Trustee To Certificate Purchase Agreement]
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rprod APPENDIX A
!FINAL 11/18/98
$21,530,000
City of Englewood, Colorado
Certificates of Participation
MBIA Insured
Ratings : Moody'sAaa/ Baa1
S&PAAA/BBB
Call Feature: 12/1/2008 at 100
Date
12/01/98
06/01/2001
06/01/2002
06/01/2003
06/01/2004
06/01/2005
06/01/2006
06/01/2007
06/01/2008
06/01/2009
06/01/2010
06/01/2011
06/01/2012
06/01/2013
Total Serials
Princical
555,000
575,000
600,000
625,000
650.000
675,000
705,000
735,000
765,000
800,000
840,000
880,000
920,000
9,325,000
06/01/2018 Term Bond 5.345 1000
Mandatory Sinking Fund
06/01/2014 965,000
06/01/2015 1,015,000
06/01/2016 1,065.000
06/01/2017 1,120,000
06/01/2018 1,180,000
06/01/2023 Term Bond
PRICING
Couoon
3.800%
3 .900%
4 .000%
4 .100%
4 .200%
4 .200%
4 .300%
4 .400%
4 .500%
4 .600o/o
4 .700%
4 .800%
4.900%
5.100%
Dated :
Settlement
First Coupon
Yield
3 .800%
3 .900%
4 .000%
4 .100%
4 .200%
4 .300%
4 .400%
4 .500%
4.600%
4 .700%
4 .800%
4.900%
5.000%
5.120%
Average Life
5.100-t. 5.15091.
" -
12/01/98
12/29/98
06/01/99
17.5223
Mandatoty inking Average Life 22.5213
06/01/2019 1,240,000
06/01/2020 1,300,000
06/01/2021 1,370,000
06/01/2022 1,440,000
06/01/2023 1,510,000
Prepared by George K Baum & Company 11/18198
...
SPrice
100 .000
100 .000
100 .000
100 .000
100 .000
99 .367
99 .2S9
99 .235
99 .176
99 .120
99 .068
99 .021
98 .977
99.1so I
99 .305
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AGREEMENT TO CONSTRUCT IMPROVEMENTS
AND ACQUIRE AND INST ALL EQUIPMENT
Between
KUTAKROCK
DRAFT 11/18/98
ENGLEWOOD ENVIRONMENT AL FOUNDATION, INC.,
u<>waer
ud
CITY OF ENGLEWOOD,
uCoatnctor
Dated as of I>ecember I, 1998
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Page
Section 1.01 . Terms Defined in this Agreement.. ........................................................................ l
Section 1.02 . Definitions Incorporated from Indenture ............................................................... 2
ARTICLE II
REPRESE NT A TlO NS, COVENANTS AND WARRANTIES
Section 2.01. Representations, Co venants and Warranties by the Corporation ........................... 2
Section 2.0 2. Representations , Covenants and Warranties by City ............................................. 3
ARTICLE III
CONSTRUCTIO N OF IMPROVEMENTS AND ACQUISITION AND
INSTALLATION OF EQUIPMENT
Section 3 .01 . City's Obligations .................................................................................................. 4
Section 3 .02. Plans and Spec i ficat ions ........................................................................................ 4
Section 3 .03 . Completion Date .................................................................................................... 4
Section 3.04 . Subcontractor Guarantees ...................................................................................... S
Section 3.05 . Performance and Payment Bonds .......................................................................... S
Sect ion 3 .06 . Builder 's Risk Completed Value Insurance ........................................................... 5
Section 3 .0 7. General Public Liability and Property Damage Insurance .................................... 5
Sec tion 3.08 . Workers ' Compensat ion Insurance ........................................................................ S
Sec tion 3.09 . Compliance with Requirements of Law ................................................................ 6
Sect ion 3 . I 0 . Defaults Under Project Contracts .......................................................................... 6
Section 3. I I . Assignment of Rights Under Subcontracts ............................................................ 6
ARTICLE IV
PAYMENT FOR SERVICES
Sec tion 4 .0 1. Fix ed Price ............................................................................................................. 6
Sec uon 4.02 . Requ isitions for Payment. ...................................................................................... 7
Sec tion 4 .03 . Authorization of City to Act on Behalf of Corporation Under Section 3.04
of the Indenture ...................................................................................................... 7
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TABLE OF CONTENTS
( continued)
ARTICLEV
MISCELLANEOUS
t~
Page
Section 5 .01 . Limitations on Obligations of City ........................................................................ 7
Section 5.02 . No Assignment by the City .................................................................................... 7
Section 5 .03 . Assignment by Corporation ................................................................................... 8
Section 5.04. Binding Effect. ....................................................................................................... 8
Section 5 .05 . Representatives of Corporation, City and Trustee ................................................. 8
Section 5 .06. Manner of Giving Notices ..................................................................................... 8
Section 5.07 . No Individual Liability .......................................................................................... 8
Section 5 .08 . Amendments, Changes and Modifications ............................................................ 8
Section 5 .09 . Events Occurring on Days that are not Business Days .......................................... 8
Section 5 .10 . Severability ............................................................................................................ 8
Section 5. I I . Captions ................................................................................................................. 9
Section 5.12 . Applicable Law ...................................................................................................... 9
Section 5 .13 . Execution in Counterparts ...................................................................................... 9
EXHIBIT A DESCRIPTION OF PLANS AND SPECIFICATIONS .......................................... 1
EXHIBIT B WORK ALLOCATION SCHEDULE ...................................................................... 1
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AGREEMENT TO CONSTRUCT IMPROVEMENTS
AND ACQUIRE AND INST ALL EQUIPMENT
This AGREEMENT TO CONSTRUCT IMPROVEMENTS AND ACQUIRE AND
fNST ALL EQUIPMENT (this "Agreement") is dated as of December 1, 1998 and is entered into
by and between the ENGLEWOOD ENVIRONMENTAL FOUNDATION, £NC., a nonprofit
corporation duly organized and validly existing under the laws of the State of Colorado (the
"Corporation"), and CITY OF ENGLEWOOD (the "City").
W I T N E S S E TH:
WHEREAS, the Corporation (a) is a nonprofit corporation that is duly organized, validly
existing and in good standing under the laws of the State of Colorado (the "State"), (b) is duly
qualified to do business in the State and (c) is authorized, under its articles of incorporation and
bylaws, action of its board of directors and applicable law, to own and manage its properties, to
conduct its affairs in the State. to execute, deliver and perform its obligations under this
Agreement; and
WHEREAS, the City is authorized, under the laws of the State, to execute, deliver and
perform its obligations under this Agreement; and
WHEREAS, the Corporation desires that the City design, construct and install certain
improvements and equipment, and the City desires to so design, construct and install such
improvements and equipment, as provided in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual covenants and the
representations, covenants and warranties herein contained, the Corporation and the City agree as
follows :
ARTICLE I
DEFINITIONS
Section 1.01. Terms Defined in this Agree•ent. The following capitalized terms shall
have the following meanings in this Agreement :
thereto .
'"A/location Schedule" is defined in Section 4 .01 hereof.
''Corporation" means Englewood Environmental Foundation, Inc ., and any successor
··corporation Representative" is defined in the Lease .
"City" means City of Englewood and any successor thereto.
"City Representative" is defined in the Lease.
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"Fixed Price" is defined in Section 4 .01 hereof.
"Force Afajeure" is defined in the Lease .
"lndenwre" means the Mongage and Indenture of Trust dated the date hereof between
the Corporation , as grantor, and the Trustee , as trustee, and any amendment or supplement
thereto .
"Lease" means the Lease Purchase Agreement dated the date hereof between the
Corporation, as lessor, and the City , as lessee, and any amendment or supplement thereto .
"Plans and Specifications" is defined in Section 3 .02(a) hereof.
··Scheduled Completion Dare" is defined in Section 3 .03(a) hereof.
"Subcomracr" means any Project Contract entered into by and between the City and any
Subcontractor.
··subcontractor" means an y Person with whom the City contracts for the construction,
acquisition or installation by such Person of all or any ponion of the Project.
"Trustee Representative" is defined in the Lease .
Section 1.02. Definitions Incorporated from Indenture . Capitalized terms used herein
that are not defined in Section I.OJ hereof shall have the meanings assigned to them in the
Indenture .
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01. Representations, Covenants and Warranties by the Corporation. The
Corporation represents , covenants and warrants that :
(a ) The Corporation (i) is a nonprofit corporation that is organized, validly
existing and in good standing under the laws of the State, (ii) is duly qualified to do
bu siness in the St ate and (iii ) is authorized , under its anicles of incorporation and bylaws,
action of its board of directors and applicable law, to own and manage its propenies, to
condu ct its affairs in the State and to execute, deliver and perform its obligations
hereunder .
(b ) The execution, delivery and performance of this Agreement by the
Corporation has been dul y authorized by the Corporation.
(c ) This Agreement is enforceable against the Corporation in accordance with its
terms , limited onl y b y bankruptcy , insolvency, reorganization, moratorium and other
similar laws affecting creditors ' rights generally, by equitable principles, whether
considered at law or in equity, by the exercise by the State of Colorado and its
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governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to
it by the Constitution of the United States of America.
(d ) The execution , delivery and performance of the terms of this Agreement by
the Corporation does not and will not conflict with or result in a breach of the terms,
conditions or provisions of any restriction or any agreement or instrument to which the
Corporation is now a party or by which the Corporation is bound, or constitute a default
under any of the foregoing or, except as specifically provided in this Agreement, the
Indenture, the Lease or the Site Lease, result in the creation or imposition of a lien or
encumbrance whatsoever upon any of the property or assets of the Corporation.
(e) There is no litigation or proceeding pending or threatened against the
Corporation or any other Person affecting the right of the Corporation to execute, deliver
or perform its obligations under this Agreement.
Section 2.02. Represetrta1io11s, Covenants and Warranties by City. The City represents,
covenants and warrants that:
(a) The City is authorized, under the laws of the State, to execute, deliver and
perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by the City has
been duly authorized by the City.
(c) This Agreement is enforceable against the City in accordance with its terms,
limited only by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights generally, by equitable principles, whether considered at
law or in equity, by the exercise by the State of Colorado and its governmental bodies of
the police power inherent in the sovereignty of the State of Colorado and by the exercise
by the United States of America of the powers delegated to it by the Constitution of the
United States of America.
(d) The execution, delivery and performance of the terms of this Agreement by
the City does not and will not conflict with or result in a breach of the terms, conditions
or provisions of any restriction or any agreement or instrument to which the City is now a
pany or by which the City is bound, or constitute a default under any of the foregoing or,
except as specifically provided in this Agreement, the Indenture, the Lease or the Site
Lease, result in the creation or imposition of a lien or encumbrance whatsoever upon any
of the propeny or assets of the City .
(e) There is no litigation or proceeding pending or threatened against the City or
any other Person affecting the right of the City to execute, deliver or perform its
obligations of the City under this Agreement.
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ARTICLE III
CONSTRUCTION OF IMPROVEMENTS AND
ACQUISITION AND INSTALLATION OF EQUIPMENT
Section 3.01. City's Obligations . The City shall construct the Improvements on the
Land and shall acquire and install the Equipment in the Improvements or on the Land, as
appropriate, promptly and with due diligence and in accordance with the terms hereof, provided,
however , that , if the performance by City of such obligations is delayed by Force Majeure, the
period for the commencement or completion thereof shall be extended for a period equal to such
dela y .
Section 3.02. Plans and Specifications .
(a) The City shall construct the Improvements and acquire and install the
Equipment in accordance with the plans and specifications prepared by and currently in
the possession of the Cit y. a description of which is attached hereto as Exhibit A, and any
change orders made in accordance with subsection (b) of this Section (which plans and
specifications , as modified by such changes orders , are referred to as the "Plans and
Specifications").
(b) The City at any time ma y change the Plans and Specifications by a change
order, written evidence of which shall be filed with the Plans and Specifications then in
effect , upon the City's determination that such change order will not materially adversely
affect the value of the Project or its intended use .
Section 3.03. Completion Date.
(a) The City shall use its best efforts to cause the Completion Date to occur on or
before June I, 2000 (the "Scheduled Completion Date"). The "Completion Date" shall
be deemed to have occurred when the City delivers a certificate to the Corporation and
the Trustee stating that , to the best of the City's knowledge based upon the
representations of the contractors, architects, engineers, vendors or other consultants and,
except for an y amounts estimated by the City to be necessary for payment of any Costs of
the Project not then due and payable, the Project has been completed, and all Costs of the
Project relating to the Project have been paid ; provided, however, that the delivery of
such cenificate shall not , and such ccnificatc shall state that it docs not, prejudice any
rights against third parties which exist at the date of such certificate or which may
subsequentl y come into being .
(b) If the Completion Date docs not occur by the Scheduled Completion Date for
an y reason other than Force Majcurc, the Corporation, with the consent of the Trustee,
ma y, but shall not be required to, terminate this Agreement, retain a Person other than the
City to complete the Project and recover from the City (i) all reasonable costs incurred by
or on behalf of the Corporation in completing the Project, net of any amounts that would
otherw ise have been paid to the City to complete the Project hereunder, plus (ii) interest
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on the amount determined pursuant to clause (i) at the maximum rate of interest payable
on any of the Certificates.
Section 3.04. Subcontractor Guarantees. The City shall cause each Subcontractor that
is responsible for the construction of any portion of the Improvements or for the acquisition or
installation of any portion of the Equipment to bond or otherwise guarantee all work performed
by it against defective workmanship and materials for a period of one year after the Completion
Date, provided that such one year period shall not begin with respect to any item that is not
completed on the Completion Date until such item is completed. The City shall assign to the
Corporation any guarantee of workmanship and materials which it may receive but shall retain
the right to enforce such guarantee directly .
Section 3.05. Performance and Payment Bonds. The City shall require that each
Subcontractor that is responsible for the construction of any portion of the Improvements provide
a performance bond and a separate labor and material payment bond, which shall (a) be executed
by a corporate surety licensed to transact business in the State, (b) be in customary form , (c) be
in the amount payable to such Subcontractor pursuant to its Project Contract and (d) be payable
to the City. If, at any time prior to completion of the work covered by any such bond, the surety
shall be disqualified from doing business within the State, a new bond shall be provided from an
alternat e surety licensed to transact business in the State. The amount of each bond shall be
increased or decreased, as appropriate , to reflect change orders under Section 3.02(b) hereof.
The City hereby assigns its rights to any proceeds under such bonds to the Corporation and the
Trust ee .
Section 3.06. Builder's Risk Co111pleted Value lnsuronce. The City shall procure and
maintain, at its own cost and expense, during the term of this Agreement and until the property to
which such insurance relates is insured by the City pursuant to Section 7 .01 of the Lease,
standard. all risk of loss builder's risk completed value insurance upon such property .
Section 3.07. General Public Liability 11nd Property D1111111ge Jnsuronce . The City shall
require that each Subcontractor procure and maintain standard form comprehensive general
public liabilit y and property damage insurance, at his own cost and expense, during the duration
of su ch Subcontractor 's Project Contract, in the amount of at least $1 ,000 ,000 . Such policies
shall include the Corporation and the Trustee as additional insureds and shall include a provision
prohibiting cancellation, termination or alteration without 30 days ' prior notice by certified mail
to the Co rp o ration and the Trustee . A certificate of insurance evidencing such insurance shall be
pro \ 1ded to the Corporation and the Trustee with respect to each Subcontractor. Such insurance
shall provi de protection from all claims for bodil y injury, including death, property damage and
contractual liability .
Section 3.08. Workers' Co111penSJUion J,csuronce . The City shall require that each
Subcontractor that is responsible for construction of any portion of the Improvements procure
and ma intain, at his own cost and expense, workers' compensation insurance during the term of
It s co ntract, covering all persons working under its Project Contract. Such insurance, if issued by
a pn va te carrier, shall contain a provision that such coverage shall not be canceled, terminated or
altered without 30 days' prior written notice to the Corporation and the Trustee . A certificate
issued by the State Compensation Insurance Fund evidencing such coverage shall be provided to
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the Corporauon and the Trustee, or if such insurance is provided by a private e arner a completed
ceni ti ate of msura.nce shall be provided to the Corporation and the Trustee, with respect to each
ub on tra t r
S«tioa 3.09. Co111plumce with Requirements of law. The City shall construct, acquire
and msull the ProJect m a manner such that (a) all permits required by Rcqwrcmcnts of Law in
respect of the Project shall be obtained, maintained in full force and effect and complied with;
(b) there shall be no hazardous substance, pollutant or contaminant (as those tcnns arc defined in
the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42
U.S.C. § 960 I, et seq ., any applicable state law or regulations promulgated under either), solid or
hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, 42
u .S .C. § 6901, et seq ., any applicable state law or regulations promulgated under either), special
waste, petroleum or petroleum derived substance, radioactive material or waste, polychlorinated
biphenyls, asbestos or any constituent of any of the foregoing located on, in or under the Leased
Propeny as a result of the Project in violation of an y Requirements of Law ; (c) there shall be no
disposal of any of the items referred to in clause (b) on , from , into or out of the Leased Propeny
in connection with the Project in violation of any Requirements of Law ; and (d) there shall be no
spillage, leaking, pumping, pouring, emining, emptying, discharging, injecting, escaping,
leeching, dumping, disposing, depositing or dispersing of any of the items referred to in
clause (b) into the indoor or outdoor environment from, into or out of the Leased Propeny in
connection with the Project, including but not limited to the movement of any such items through
or in the air. soil, surface water, ground water from , into or out of the Leased Propeny or the
abandonment or discard of barrels, containers or other open or closed receptacles containing any
such items from , into or out of the Leased Property in violation of any Requirements of Law.
Section 3.10. Defaults Under Project Contracts . In the event of any default under any
Project Contract, or in the event of a breach of warranty with respect to any materials,
workmanship or performance or with respect to the Project, which default or breach results in
frustration of the purpose for which the Leased Property was intended, the City shall promptly
proceed , either separatel y or in conjunction with others, to pursue diligently its remedies,
including any remedy against the surety of any bond securing the performance of the Project
Contract.
Section 3.11. Assignment of Rights Under Subcontracts. The City hereby assigns to
the Corporation and the Trustee, and each Subcontract shall expressly provide that the
Corporation and the Trustee shall have, the right to enforce any Subcontract against the
Subcontractor in any case where, in the reasonable judgment of the Corporation or the Trustee,
the City has failed to enforce the terms of such Subcontract in a manner consistent with the
obligations of the City hereunder.
ARTICLE IV
PAYMENT FOR SERVICES
Section 4.01. Fixed Price . As consideration for the design, construction and installation
of the Project in accordance with this Agreement, including but not limited to the preparation of
the Plans and Specifications, the Corporation shall pay the City the sum of $9,300,000, plus any
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earnings received from the investment of such amount pending disbursement to the City
hereunder (the "Fixed Price"). The Fixed Price shall not be adjusted up or down for change
orders or for any other reason, it being the intention of the parties that the City will bear the cost
of cost-overruns and will reap the benefit of cost-savings in connection with the services and
propeny provided by it hereunder. The Fixed Price shall be allocated to various cost portions of
the design, construction and installation of the Project as set fonh in the Work Allocation and
Payment Schedule attached hereto as Exhibit B (the "Allocation Schedule"), which Allocation
Schedule shall serve as the basis for reviewing the City's periodic requisitions for payment under
Section 4 .02 hereof.
Section 4.02. Requisitions for Payment . The City may request from time to time,
payment of a ponion of the Fixed Price for work performed pursuant to the Allocation Schedule
by delivering a requisition to the Trustee in the form attached as Appendix C to the Indenture .
The City shall not submit a requisition for payment of amounts that the City does not intend to
pa y to a Subcontractor or material supplier because of a dispute or other reason. Requisitions for
materials or equipment shall not be submitted until the materials or equipment have been
del ive red and title thereto shall have been transferred to the City . The City warrants that title to
all work cov ered by a requisition wi 11 pass to the Corporation no later than the time of payment
and the City shall provide, in connection therewith, all lien waivers and title insurance
endorsements sufficient to insure the Corporation 's title to all work included in an application for
payment free and clear of all liens . The requisition for the final installment of the Fixed Price
shall be accompanied by the cenificate of completion to be provided pursuant to Section 3 .03(a)
hereof.
Section 4.03. Authori:.ation of City to Act on Behalf of Corporation Under
Section 1.04 of the Indenture. The City is hereby authorized to act on behalfofthe Corporation
pursuant to Section 3 .04 of the Indenture.
ARTICLE V
MISCELLANEOUS
Section S.01. limitations on Obligations of Cily. Notwithstanding any other provision
hereof, (a) the obligations of the City under this Agreement shall constitute a special obligation
of the City and the City 's performance of such obligations shall be limited to the availability of
funds to pay the costs of such performance from (i) moneys paid to the City by the Corporation
purs uant hereto and (ii) funds appropriated by the City for the Fiscal Year in which such funds
are to be expended; and (b) no provision of this Agreement shall be construed or interpreted (a)
to directly or indirectly obligate the City to make any payment in any Fiscal Year in excess of
amounts appropriated for such Fiscal Year; (b) as creating a debt or multiple fiscal year direct or
indirect debt or other financial obligation whatsoever of the City within the meaning of Article
XI, Section 6 or Anicle X, Section 20 of the Colorado Constitution or any other constitutional or
statutory limitation or prov ision ; or (c) as a delegation of governmental powers by the City.
Section S.02. No Assignment by tl,e Cily . The City shall not assign this Agreement or
any rights herein, including but not limited to its rights to receive and enforce payments
hereunder, to any Person without the prior written consent of the Corporation and the Trustee.
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Section 5.03. Assignment by Corporation . This Agreement may be assigned by the
Corporation to the Trustee or any other lender.
Section 5.04. Binding Effect. Except as provided in Sections 5.01 and 5.02 hereof, this
Agreement shall inure to the benefit of and shall be binding upon the City and the Corporation
and their respective successors and assigns .
Section 5.05. Representatives of Corporation, City and Trustee . Whenever any notice
or approval is to be given or any other action is to be taken by the Corporation, the City or the
Trustee hereunder, such notice or approval shall be given or action taken by the Corporation
Representative on behalf of the Corporation; by the Trustee Representative on behalf of the
Trustee ; and by the City Representative on behalf of the City.
Section 5.06. Manner of Giving Notices . All notices, certificates or other
communications hereunder shall be in writing and shall be deemed sufficiently given when
mailed by certified or registered mail, postage prepaid, addressed as follows: if to the City, to
City of Englewood, 3~00 South Elati Street, Englewood, Colorado 80110, Attention : City
Attorne y; if to the Corporation, to Englewood Environmental Foundation, Inc ., 3400 South Elati
Street. Englewood , Colorado 80110 , Attention : President ; and if to the Trustee to the address
provided in the Indenture . The City and the Corporation may , by written notice, designate any
further or different addresses to which subsequent notices , certificates or other communications
shall be sent.
Section 5.07. No Individual lillbilily. All covenants, stipulations, promises, agreements
and obligations of the City or the Corporation, as the case may be, contained herein shall be
deemed to be the covenants, stipulations, promises, agreements and obligations of the City or the
Corporation, as the case may be, and not of any member, director, officer, employee, servant or
other agent of the City or the Corporation in his or her individual capacity, and no recourse shall
be had on account of any such covenant, stipulation, promise, agreement or obligation, or for any
claim based thereon or hereunder, against any member, director, officer, employee, servant or
other agent of the City or the Corporation or any natural person executing this Agreement or any
related document or instrument .
Section 5.08. A·mendments, Changes 1111d Modificlllions. Except as otherwise provided
here in, this Agreement may not be effectively amended, changed, modified or altered other than
by (a) the execution of a subsequent document in the same manner as this Agreement is executed
and (b ) the written consent of the Trustee.
Section 5.09. Events Occurring on Days t"III are not Business Days. If the date for
mak ing any payment or the last day for performance of any act or the exercising of any right
under this Agreement is a day that is not a Business Day, such payment may be made, such act
ma y be performed or such right may be exercised on the next succeeding Business Day, with the
same force and effect as if done on the nominal date provided in this Agreement.
Section 5.10. Severability . In the event that any provision of this Agreement shall be
held in valid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
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Section 5.11. Captions. The captions or headings herein arc for convenience only and in
no way define , limit or describe the scope or intent of any provisions or sections of this
Agreement .
Section 5.12. Applkllble L11w. The laws of the State shall be applied in the
interpretation, execution and enforcement of this Agreement.
Section 5.13. Execution in CounterplllU . This Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the City and the Corporation have executed this Agreement
as of the date first above wrinen.
ATTEST :
Ci ty Clerk
02 -1'24 1 03
CITY OF ENGLEWOOD
Mayor
ENGLEWOOD ENVIRONMENT AL
FOUNDATION, INC ., a Colorado nonprofit
corporation
President
[Signature Page to Agreement to Consttuct
Improvements and Acquire and Install Equipment]
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EXHIBIT A
DESCRIPTION OF PLANS AND SPECIFICATIONS
[TO BE PROVIDED BY CITY]
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EXHIBITB
WORK ALLOCATION SCHEDULE
[TO BE PROVIDED BY CITY]
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LEASE PURCHASE AGREEMENT
by and between
KUTAKROCK
DRAFT 11 /18/98
ENGLEWOOD ENVIRONMENT AL FOUNDATION, INC.,
as Lessor
and
CITY OF ENGLEWOOD,
u Lessee
Dated es of December 1, 1998
,~
The interest of En&lewood Environmeatal Foundadoa, lac. (the "Corpondon") la
this Lease Purcbue A&reemeat bas been usi&•ed to ne Buk of Cllerry Creek, N.A., u
trustee (the "Trustee") under the Mort1a1e ud ladeatare of Trust dated u of tile date
hereof between the Corporation aad tile Trustee ud is s•bject to tile sec•rity interest of
the Trustee.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS ............................................................................................................................... 2
ARTICLE II
REPRESENT A TIO NS, COVENANTS AND WARRANTIES
Section 2.0 I . Representations, Covenants and Warranties by Corporation ................................ 7
Section 2 .02 . Representations, Covenants and Warranties by City ............................................. 8
ARTICLE Ill
DEMISING CLAUSE ; ENJOYMENT OF LEASED PROPERTY
Section 3 .01 . Demising Clause .................................................................................................... 9
Section 3 .02 . Enjoyment of Leased Property ............................................................................... 9
ARTICLE IV
LEASE TERM ; TERMINATION OF LEASE
Section 4 .01 . Lease Term ............................................................................................................. 9
Section 4 .02 . Effect of Termination of Lease Term .................................................................. 10
ARTICLE V
THE PROJECT AND THE REDEVELOPMENT UNDERTAKING
Section 5 .01. Construction, Acquisition and installation of Project .......................................... 10
Sect ion 5 .02 . Limitation on Corporation 's Obligation with Respect to Project ........................ 10
Section 5 .03 . Modification of Project ; Additional Funds .......................................................... 10
Sec ti on 5 .04. Construction, Acquisition, and lnstallation of the Redevelopment
Undenaking; Obligations of City ......................................................................... 11
ARTICLE Vl
BASE RENTALS AND ADDITIONAL RENTALS ; EVENT OF
NONAPPROPRIA TION
Section 6 .01 . Payment of Base Rentals ..................................................................................... 11
Section 6 .02 . Payment of Additional Rentals ............................................................................ 12
Section 6 .03 . Unconditional Obligations ................................................................................... 12
Section 6 .04. Event ofNonappropriation .................................................................................. 12
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TABLE OF CO NTE NTS
(continued)
Page
Sec tion 6.05 . Limitations on Obligations of City ...................................................................... 13
ARTICLE VU
OPERATIO N AND MAINTENANCE OF LEASED PROPERTY
Section 7 .01. Taxes , Util ities and Insurance .............................................................................. 14
Section 7.02 . Maintenance and Operation of Leased Property .................................................. 16
ARTICLE VIU
TITLE , ENCUM BRANCES , MODIFICATIONS OR ADDITIONS TO LEASED
PROPERTY ; DAMAGE OR CONDEMNATION OF LEASED PROPERTY
Section 8.0 I . Title to Leased Property ....................................................................................... 17
Sec tion 8.02 . Limitations on Disposition of and Encumbrances on Leased Property ............... 17
Section 8.03 . Grant ing of Easements ......................................................................................... 17
Secuon 8.04 . Subleasing by City ............................................................................................... 18
Section 8 .05 . Modification of Leased Property ......................................................................... 18
Section 8 .06 . Replacement and Substitution of Equipment.. ..................................................... 18
Section 8 .0 7 . Damage to , Condemnation of, Material Defect in or Loss of Title to
Leased Property ................................................................................................... 20
Section 8.0 8 . Condemnation by the City ................................................................................... 21
Sec uon 8 .09 . Personal Propeny of City ..................................................................................... 21
ARTICLE IX
CITY 'S PURCHASE OPTION ; RELEASE OF CERTAIN EQUIPMENT
Section 9 .01 . City 's Purchase Option .............................................................. , ......................... 21
Sect ion 9 .02. Exercise of City's Purchase Option ..................................................................... 22
Sec uo n 9 .03 . Conveyance of Leased Property to City at End of Scheduled Lease Tenn ......... 22
Sec tion 9 .04 . Rel eas e of Certain Equipment ............................................................................. 22
ARTICLEX
GENERAL COVENANTS
Section 10 .01 . Further Assurances and Corrective Instruments .................................................. 22
Sect ion 10 .02 . Compliance with Requirements of Law .............................................................. 23
Section 10 .03 . Environmental Representations and Covenants of the City ................................ 23
Section l 0 .04 . Participation in Legal Actions ............................................................................. 24
Section 10 .05 . Tax Covenant of City ........................................................................................... 24
Section 10 .06. Payment of Expenses of the Corporation and the Trustee ................................... 24
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TABLE OF CONTENTS
( continued)
Page
Sect ion 10 .0 7. Payments to Reserve Fund and Rebate Fund ....................................................... 25
S ection 10 .08 . Authorization of Permined Investments with Term in Excess of Five
Years .................................................................................................................... 25
ARTICLE XI
LIMITS ON OBLIGATIONS OF CORPORATION
Section 11 .01 . Disclaimer of Warranties ..................................................................................... 25
Section 11 .02 . Financial Obligations of Corporation Limited to Available Funds ..................... 25
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12 .0 1. Events of Default Defined ................................................................................... 25
Section 12 .02 . Remedies on Default ............................................................................................ 26
Section 12.03. Limitations on Remedies ..................................................................................... 27
Section 12 .04. No Remedy Exclusive .......................................................................................... 27
Section 12 .05 . Waivers ................................................................................................................ 27
ARTICLE XIII
MISCELLANEOUS
Section 13 .0 1. Assignment by the Corporation ........................................................................... 28
Section 13 .02 . Assignment and Subleasing by City .................................................................... 28
Section 13 .03 . Binding Effect ...................................................................................................... 28
Section 13 .04. City Reponing to 1998 Cenificate Insurer .......................................................... 28
Sect ion 13 .05 . Rights of 1998 Cenificate Insurer ........................................................................ 29
Section 13 .06. Corporation, City and ·Trustee Representatives ................................................... 29
Section 13 .07 . Manner of Giving Notices ................................................................................... 29
Section 13 .08 . o Indi v idual Liability ........................................................................................ 30
Section 13 .09. Amendments, Changes and Modifications .......................................................... 30
Sect ion 13 .10 . Events Occurring on Days that are not Business Days ........................................ 30
Section 13 .11 . Severability .......................................................................................................... 30
Section 13 .12 . Captions ............................................................................................................... 30
Section 13 . 13 . Applicable Law .................................................................................................... 30
Sect ion 13 . l~. Execution in Counterpans .................................................................................... 30
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TABLE OF CONTENTS
(continued)
Page
EXHIBIT A DESCRIPTION OF THE LEASED LAND ............................................................ 1
EXHIBIT B DESCRIPTION OF THE IMPROVEMENTS ........................................................ 1
EXHIBIT C DESCRIPTION OF THE EQUIPMENT ................................................................. 1
EXHIBIT D BASE RENTAL PAYMENT SCHEDULE ............................................................ 1
EXHIBIT E EQUIPMENT RELEASE SCHEDULE ................................................................... 1
EXHIBIT F REDEVELPOMENT UNDERTAKING .................................................................. 1
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LEASE PURCHASE AGREEMENT
This Lease Purchase Agreement (this "Lease") is dated as of December 1, 1998 and is
entered imo by and between the Englewood Environmental Foundation, Inc ., a nonprofit
corporation dul y organized and validly existing under the laws of the State of Colorado , as lessor
(the "Corporaiion"), and City of Englewood, as lessee (the "City").
W I T N E S S E T H:
WHEREAS , the Corporation (a) is a nonprofit corporation that is duly organized, validly
existing and in good standing under the laws of the State of Colorado (the "State"), (b) is duly
qualified to do business in the State and (c) is authorized , under its articles of incorporation and
bylaws , action of its board of directors and applicable law , to own and manage its propenies, to
conduct its affairs in the State, to lease the Leased Propeny (defined herein) to the City and to
ex ec ui e. deliver and perform its obligations under this Lease ; and
WHEREAS , the Corporation has determined that the lease of the Leased Propeny to the
Ci ty pursuant to this Lease is in the best interests of the Corporation; and
WHEREAS , the City has determined that the lease of the Leased Propeny from the
Corporation pursuant to this Lease serves a public purpose and is in the best interests of the City
and its residents ; and
WHEREAS . the Corporation desires to lease the Leased Propeny to the City and the City
desi re s to lease the Leased Propeny from the Corporation pursuant to this Lease; and
WHEREAS , in order to finance the Project (defined herein), the Cenificates (defined
herein) will be issued pursuant to the Indenture (defined herein) between the Corporation and the
Trus tee (d e fined herein ), and the Corporation will assign to the Trustee all of the Corporation's
nght , u tle an d intere st in , to and under this Lease and will mongage and grant a security interest
in th e Leased Propeny to the Trustee ; and
WHEREAS , in order to provide for the construction and equipping of the Project, the
Lesso r wi ll ent er into the Agreement to Construct (defined herein) between the Corporation and
th e Ci ty; and
WHEREAS , th e Base Rentals and Additional Rentals (defined herein) payable by the
Cit y hereunder shall constitute currently appropriated expenditures of the City and shall not
constitut e a debt or multiple fiscal year direct or indirect obligation whatsoever of the City or a
mandato ry charge or requirement against the City in any Fiscal Year (defined herein) beyond the
Fiscal Year for which such payments have been appropriated ; and
WHEREAS , the execution, delivery and performance of this Lease by the Corporation
has been dul y authorized by the Corporation and, upon the execution and delivery of this Lease
by the Corporation and the City , this Lease will be enforceable against the Corporation in
ac cordan ce with its terms, limited only by bankruptcy , insolvency, reorganization, moratoriwn
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and other similar laws affecting creditors ' rights generally, by equitable principles, whether
considered at law or in equity , by the exercise by the State of Colorado and its governmental
bodies of the police power inherent in the sovereignty of the State of Colorado and by the
exerc ise by the United States of America of the powers delegated to it by the Constitution of the
United States of America; and
WHEREAS , the execution, delivery and performance of this Lease by the City has been
dul y authorized by the City and , upon the execution and delivery of this Lease by the City and
the Corporation, this Lease will be enforceable against the City in accordance with its terms,
limited only by bankruptcy , insolvency , reorganization, moratorium and other similar laws
affecting creditors ' rights generally , by equitable principles, whether considered at law or in
equity, by the exercise by the State of Colorado and its governmental bodies of the police power
inherent in the sovereignty of the State of Colorado and by the exercise by the United States of
America of the powers delegated to it by the Constitution of the United States of America; and
NOW , THEREFORE , for and in consideration of the mutual covenants and the
representat ions , co venants and warranties herein contained, the parties hereto agree as follows :
ARTICLE I
DEFINITIONS
The following capitalized terms shall have the following meanings in this Lease :
"A dditional Rentals" means the costs and expenses incurred by the City in performing its
obli gations under this Lease with respect to the Leased Property, the Project, this Lease, the
Agreement to Construct, the Indenture, the Certificates and any maner related thereto; the costs
and expenses incurred by the City in paying the reasonable expenses of the Corporation and the
reasonable fees and expenses of the Trustee pursuant to Section 10 .06 hereof; all amounts paid
by the City to the Trustee to fund the Reserve Fund and the Rebate Fund pursuant to Section
I 0 .07 hereof; all amounts payable to the 1998 Certificate Insurer under the Indenture, the
Agreement to Construct, the Lease and the 1998 Financial Guaranty Agreement; and all other
costs and expenses incurred by the City in connection with the foregoing; provided, however,
th at Add iuo nal Rentals do not include the Base Rentals or the Purchase Option Price.
··A gree ment ro Co ns rru cr'' means the Agreement to Construct Improvements and to
Acqu ire and Install Equipment dated the date hereof between the Corporation, as owner, and the
Cit y, as contractor, and an y amendment or supplement thereto .
"Base Rentals" means the payments by the City pursuant to Section 6.01 hereof, for and
in cons ideration of the right to use the Leased Property during the Lease Term .
··Bas e Rental Pay ment Date" means one of the dates in the "Base Rental Payment Date"
column in Exhibit D hereto , as from time to time amended or supplemented .
"Boar<!' means , with respect to the Corporation, the Board of Directors of the
Corporation.
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"Business Day" means any day other than a Saturday, a Sunday or a day on which banks
in New York, New York or Denver, Colorado are authorized by law to remain closed.
"Certificates" is defined in the Indenture.
··Cicy" means City of Englewood or any successor thereto.
"City Representative" means any officer of the City Council of the City; and any other
person or persons designated to act on behalf of the City for the purposes of performing any act
under this Lease, the Agreement to Construct and the Indenture by a written certificate furnished
to the Corporation and the Trustee containing the specimen signature of such person and signed
on behalf of the City by any officer of the City Council of the City. The identity of the City
Representative may be changed by the City from time to time by furnishing a new certificate to
the Corporation and the Trustee .
"Contaminant" means any waste, pollutant or hazardous substance, as those terms are
defined in the Comprehensive Environmental Response, Compensation and Liability Act, as
amended , 42 U.S.C. § 9601, el~-, regulations promulgated thereunder and any applicable state
statutes: and any toxic substance, solid or hazardous waste as defined in RCRA and any
applicable staie statutes, special waste, petroleum or petroleum-derived substance, radioactive
material or waste, polychlorinated biphenyls (PCBs), asbestos, or any constituent of any such
substances or wastes .
"Corporation" means Englewood Environmental Foundation, Inc ., or any successor
thereto .
··corporation Representative" means any officer of the Corporation; and any other
person or persons designated to act on behalf of the Corporation under this Lease by a written
certificate furnished to the City and the Trustee containing the specimen signature of such person
and signed on behalf of the Corporation by any officer of the Corporation. The identity of the
Corporation Representative may be changed by the Corporation from time to time by furnishing
a new certificate to the City and the Trustee .
··coses of the Project" is defined in the Indenture.
··Debt Service Fund" is defined in the Indenture .
"'E11 v1romnenral lien " means a lien in favor of any governmental entity for (i) any
liabilit y under federal or State environmental laws or regulations or (ii) damages arising from, or
costs incurred by such governmental entity in response to, a Release or threatened Release of a
Contaminant into the environment.
"Environmental Regulation" means any federal, state or local law, statute, code,
ordinance . regulation or rule relating to dangerous, toxic or hazardous pollutants, contaminants,
chemical waste, materials or substances.
"Equipment" means the equipment and other personal property described in Exhibit C
hereto, as such equipment and other personal property is modified pursuant to Sections 8.05,
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8.06 or 8.07, and less any equipment or other personal property released from this Lease
pursuant to Section 9 .04 hereof.
"Event of Default" means an event described in Section 12.01 hereof.
"Event of Nonappropriation" means an event described in Section 6.04(b) hereof.
"Extraordinary Revenue Fuml' is defined in the Indenture.
"Fiscal Year" means the City's fiscal year, which begins on January I of each year and
ends on December 31 of the following year.
"Force Majeure" means any event that is not within the control of the City, including
without limitation, acts of God; strikes, lockouts or other industrial disturbances; acts of public
enemies; orders or restraints of any kind of the government of the United States of America or of
the State or any of their departments, agencies or officials or any civil or military authority;
insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage
or accidents affecting machinery, transmission pipes or canals .
.. Governmental Corporatio11 " means any nation or government, any federal, state, local
or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
"Hazardous Substances " means dangerous, toxic or hazardous pollutants, contaminants,
chemicals, waste, materials or substances as defined in Environmental Regulations, and also any
urea-formaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear
fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any
other waste, material, substance, pollutant or contaminant which would subject the owner or
mortgagee or any Owners to any damages, penalties or liabilities under any applicable
Environmental Regulation .
''Improvements" means the buildings, site improvements and other real property
described in Exhibit B hereto, as such buildings, site improvements and other real property may
be modified pursuant to Section 8 .05 or 8 .07 hereof.
"Inde nture" means the Mortgage and Indenture of Trust dated as of the date hereof
between the Corporation and the Trustee and any amendment or supplement thereto .
"Land" means the land described in Exhibit A hereto .
"Leuse" means this Lease Purchase Agreement and any amendment or supplement
hereto .
"Lease Term'' is defined in Section 4 .01 hereof.
"Leased Property" means the interest of the Corporation in the Land, the Improvements
and the Equipment.
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"Liabilities and Costs" means all liabilities, obligations, responsibilities, losses,
damages , costs and expenses (including, without limitation, attorney, expert and consulting fees
and costs of investigation and feasibility studies), fines, penalties, monetary sanctions and
interest.
''Moody ·s " is defined in the Indenture .
"Net Proceeds" means (a) the gross proceeds received from any event referred to in
Section 8.06(a) hereof or Section 8.07(a) hereof, minus (b) all expenses incurred in the collection
of such gross proceeds or award . The trade-in of Equipment pursuant to Section 8.06(a)(ii)
hereof shall be deemed to have generated gross proceeds for purposes of this definition in an
amount equal to the credit received upon such trade-in .
"1998 Cerrificate Insurance Policy" is defined in the Indenture .
"1998 C emficate Insurer" is defined in the Indenture .
"J 998 Certificates" is defined in the Indenture .
"1998 Financial Guaranty Agreement" is defined in the Indenture .
"Outstanding" is defined in the Indenture.
"Owners" is defined in the Indenture.
"Permitted Encumbrances" means, as of any particular time, (a) liens for taxes and
assessments not then delinquent, or liens which may remain unpaid pursuant to Section 8.02(b)
hereof; (b) this Lease and the Indenture; (c) easements, licenses, rights-of-way, rights and
privileges, restrictions and exceptions which the City Representative certifies will not materially
adversely affect the value, or interfere with or impair the effective use or operation, of the Leased
Property, including easements granted pursuant to Section 8.03 hereof; (d) any financing
statements filed to perfect security interests granted pursuant to this Lease or granted by the
Corporation to the Trustee; (e) any encumbrance represented by financing statements filed to
perfe ct purchase money security interests in any portion of or all or all of the Leased Property ;
(I) an> clai m filed pursuant to C.R.S . § 38-26-107; (g) any applicable zoning requirements; and
(h) such minor defects , irregulariues, encumbrances and clouds on title as normally exist with
respec t to propert y of the general character of the Leased Property and as do not, in the opinion
of the Corporation and the Trustee , materially impair title to the Leased Property.
"Person" means any natural person, firm, corporation, partnership, limited liability
compan y, state, political subdivision of any state, other public body or other organization or
association .
"Plans and Specifications" has the meaning set forth in the Agreement to Construct, as
such plans and specifications are modified pursuant to Section 5 .03 hereof or pursuant to the
Agreement to Construct.
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··Project" means the construction of the Improvements and the acquisition and
installation of the Equipment pursuant to Section 5.01 hereof .
.. Purchase Option Price" means the amount that the City must pay to purchase the
interest of the Corporation in the Leased Property Section 9.01 hereof.
··Rebate Fund" is defined in the Indenture .
.. Redevelopment Account" is defined in the Indenture .
··Redevelopment Expenses" is defined in the Indenture.
··Redevelopment Undertaking" means the construction, acquisition, and installation of the
public improvements described in Exhibit F hereto.
""Release .. means any spilling, leaking, pumping, pouring, em1ttmg, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the
indoor or outdoor environment or into or out of the Leased Property, including, but not limited
to , the movement of Contaminants through or in the air, soil, surface water, groundwater or the
Leased Property and the abandonment or discard of barrels, containers and other open or closed
receptacles containing any Contaminant.
""Remedial Action" means actions related to (i) cleaning up, removing, treating or in any
other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or
minimizing the Release or threat of Release of Contaminants so that Contaminants do not
migrate or endanger or threaten to endanger public health or welfare of the indoor or outdoor
environment; and (iii) collecting environmental data or performing pre-remedial studies and
investigations and performing operations and maintenance and post-remedial monitoring and
care .
··Requirement of Law·· means any federal, state or local statute, ordinance, rule or
regulation, any judicial or administrative order (whether or not on consent), request or judgment,
an y common law doctrine or theory, any provision or condition of any permit or any other
binding determination of any Governmental Corporation relating to the ownership or operation
of property. including but not limited to any of the foregoing relating to zoning, environmental,
health or safety issues .
··Reserve Fund'' is defined in the Indenture .
··s&P" is defined in the Indenture .
.. Scheduled Lease Term" means the period from the commencement of the Lease Term
pursuant to Section 4 .0l(a) hereof through the date described in Section 4.0l(b)(i) hereof.
··State" means the State of Colorado .
··Trustee" means The Bank of Cherry Creek, N.A., or any successor thereto, in its
capacity as Trustee under the Indenture .
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"Trustee Representative" means the officer of the Trustee who executes the Indenture on
behalf of the Trustee ; any other person or persons designated to act on behalf of the Trustee
under the Indenture or this Lease by a written certificate furnished to the City and the
Corporation by any officer of the Trustee. The identify of the Trustee Representative may be
changed by the Trustee from time to time by furnishing a new certificate to the City and the
Corporauon.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01. Representations, Covenants and Warranties by Corporation. The
Corporation represents , covenants and warrants that :
(a) The Corporation (i) is a nonprofit corporation that is organized, validly
existing and in good standing under the laws of the State, (ii) is duly qualified to do
business in the State and (iii) is authorized, under its articles of incorporation and bylaws,
action of its board of directors and applicable law, to own and manage its properties, to
conduct its affairs in the State, to lease the Leased Property to the City and to execute,
deliver and perform its obligations hereunder.
(b ) The lease of the Leased Property to the City pursuant to this Lease is in
the best interests of the Corporation.
(c) The execution, delivery and performance of this Lease by the Corporation
has been duly authorized by the Corporation .
(d) This Lease is enforceable against the Corporation in accordance with its
terms. limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally, by equitable principles, whether
co nsidered at law or in equity, by the exercise by the State of Colorado and its
governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to
it by the Constitution of the United States of America. ·
(e) The execution, delivery and performance of the terms of this Lease by the
Corporation does not and will not conflict with or result in a breach of the tenns,
conditions or provisions of any restriction or any agreement or instrument to which the
Corporation is now a party or by which the Corporation is bound, or constitute a default
under any of the foregoing or, except as specifically provided in this Lease, the
Agreement to Construct or the Indenture, result in the creation or imposition of a lien or
encumbrance whatsoever upon any of the property or assets of the Corporation .
(t) There is no litigation or proceeding pending or threatened against the
Corporauon or any other Person affecting the right of the Corporation to execute, deliver
or perform its obligations under this Lease .
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(g) The Corporation acknowledges and recognizes that this Lease will be
terminated upon the occurrence of an Event ofNonappropriation, and that a failure by the
City to appropriate funds in a manner that results in an Event of Nonappropriation is
solely within the discretion of the City Council of the City .
Section 2.02. Representations, Covenants and Warranties by City . The City
represents, covenants and warrants that:
(a) The City is authorized to lease the Leased Property from the Corporation
and to execute, deliver and perform its obligations under this Lease.
(b) The lease of the Leased Property from the Corporation pursuant to this
Lease serves a public purpose and is in the best interests of the City and its residents .
(c) The execution, delivery and performance of this Lease by the City has
been duly authorized by the City .
(d) This Lease is enforceable against the City in accordance with its terms,
limited only by bankrup\cy, insolvency, reorganization , moratorium and other similar
laws affecting creditors' rights generally, by equitable principles, whether considered at
law or in equity, by the exercise by the State of Colorado and its governmental bodies of
the police power inherent in the sovereignty of the State of Colorado and by the exercise
by the United States of America of the powers delegated to it by the Constirution of the
United States of America.
( e ) The execution, delivery and performance of the terms of this Lease by the
City does not and will not conflict with or result in a breach of the terms, conditions or
provisions of any restriction or any agreement or instrument to which the City is now a
pany or by which the City is bound, or constitute a default under any of the foregoing or,
except as specifically provided in this Lease, the Agreement to Construct or the
Indenture, result in the creation or imposition of a lien or encumbrance whatsoever upon
any of the propcrry or assets of the City.
(f) There is no litigation ·or proceeding pending or threatened against the City
or an y other Person affecting the right of the City to execute, deliver or perform its
obligations of the City under this Lease .
(g) The City will recognize economic and other benefits by leasing the Leased
Propeny pursuant to this Lease ; the Leased Property is, and any Leased Property
substiruted for the initial Leased Property will be, property that is necessary and essential
to the City 's purpose and operations; the City expects that the Leased Property will
adequately serve the needs for which it is being leased throughout the Scheduled Lease
Tenn .
(h) The City has not to date caused the occurrence of an event of non-
appropriation with respect to any lease obligation of the City and presently intends and
expects that this Lease will be continued annually throughout the Scheduled Lease Term;
provided, however, that this subsection is not intended to , and does not, limit the right of
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the City , in its absolute discretion, to terminate this Lease through an Event of
Nonappropriation .
(i) The Base Rentals payable in each Fiscal Year during the Lease Term are
not more than the fair value of the use of the Leased Property during such Fiscal Year.
The Base Rentals and Additional Rentals payable in each Fiscal Year during the Lease
Term do not exceed a reasonable amount so as to place the City under an economic
compulsion (i) to continue this Lease beyond any Fiscal Year, (ii) not to exercise its right
to terminate this Lease at any time through an Event of Nonappropriation or (iii) to
exercise any of its options to purchase the Leased Property hereunder. The Purchase
Option Price is the City's best estimate of the fair purchase price of the Leased Property
at the time of exercise of the City's option to purchase the Leased Property by paying the
Purchase Option Price . The Scheduled Lease Term and the final maturity of the
Cenificates do not exceed the weighted average useful life of the Improvements or any
other real propeny improvements currently located on the Land. The period from the
beginning of the Lease Term through the date on which each piece of Equipment is to be
released from this Lease does not exceed that the remaining useful life of such piece of
Equipment . In making the representations, covenants and warranties set fonh above in
this subsection. the City has given due consideration to the Project, the Redevelopment
Undenaking. the purposes for which the Leased Propeny will be used by the City, the
benefits to the City from the use of the Leased Property, the City's options to purchase
the Leased Propeny hereunder and the terms of this Lease governing the use of, and the
City 's options to purchase, the Leased Propeny.
ARTICLE Ill
DEMISING CLAUSE; ENJOYMENT OF LEASED PROPERTY
Section 3.01. Demislna Clause. The Corporation demises and leases the Leased
Propeny to the City in accordance with the terms of this Lease, subject only to Permitted
Encumbrances, to have and to hold for the Lease Term .
. Section 3.02. Enjoymeat of Leased Property . The Corporation covenants that, during
the Lease Term and so long as no Event of Default shall have occurred. the City shall peaceably
and quietly have, hold and enjoy the Leased Propeny without suit, trouble or hindrance from the
Corporation, except as expressly required or permined by this Lease .
ARTICLE IV
LEASE TERM; TERMINATION OF LEASE
Section 4.01. Leue Term . The term of this Lease (the "Lease Tenn"):
(a) shall commence on the date the Certificates are issued; and
(b) shall terminate upon the earliest of any of the following events:
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(i) the last day of the month in which the final Base Rental payment is
scheduled to be paid in accordance with Exhibit D hereto;
(ii) December 31 of any Fiscal Year during which an Event of
Nonappropriation has occurred;
(iii) the purchase of the Leased Property by the City pursuant to
Section 9 .0 1 hereof; or
(iv) termination of this Lease following an Event of Default in
accordance with Section 12.02(a) hereof.
Section 4.02. Effect or Termination or Lease Term. Upon termination of the Lease
(a) All unaccrued obligations of the City hereunder shall terminate, but all
obligations of the City that have accrued hereunder prior to such termination shall
continue until they are discharged in full; and
(b) If the termination occurs because of the occurrence of an Event of
onappropriat ion or an Event of Default , the City's right to possession of the Leased
Propert y hereunder shall terminate and (i) the City shall immediately (A) vacate the Land
and the Improvements and (8) deliver the Equipment to the Corporation at a site or sites
selected by the Corporation within the boundaries of the State; and (ii) if and to the extent
the City Council of the City has appropriated funds for payment of Base Rentals and
Additional Rentals payable during, or with respect to the City's use of the Leased
Property during, the period between termination of the Lease Tenn and the date the Land
and Improvements are vacated and the Equipment is delivered to the Corporation
pursuant to clause (i), the City shall pay such Base Rentals and Additional Rentals to the
Corporation or, in the case of Additional Rentals, the other Person entitled thereto .
ARTICLE V
THE PROJECT Ai"ID THE REDEVELOPMENT UNDERT AJ(ING
Section 5.01. Construction, Acquisition and Installation of Project. The Project shall
be constructed, acquired and installed the in accordance with the Plans and Specifications,
subject , however, to the limitations of Section 5.02 hereof.
Section 5.02. Limitation on Corporation's Obli&atioa with Respect to Project. The
obligation of the Corporation to incur costs with respect to the construction, acquisition and
installation of the Project pursuant Section 5 .01 hereof shall be limited to $9,300,000, plus any
earnings received from the investment of such amount pending disbursement for payment of the
costs incurred in connection with the construction, acquisition and installation of the Project.
Section 5.03. Modification of Project; Additional Funds. The funds available under
Section 5.02 hereof are expected by the Corporation and the City to be sufficient to pay the costs
of constructing, acquiring and installing the Project pursuant to Section 5.01 hereof. If at any
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time the Corporation or the City determines that such funds will not be sufficient to pay such
costs , it shall immed iatel y noti fy the other and the Trustee in writing. Following any such
notic e. the Corporation and the City, first , will negotiate in good faith in an attempt to agree to
modi fy the Plans and Spec ifications so as to permit the Project to be constructed, acquired and
in stalled with the funds available under Section 5.02 hereof. If, following such good faith
negotiations , the Corporation and the City cannot agree to so modify the Plans and
Spec i fic a tions . the Corporation will use its best efforts to obtain additional funds for such
purpose , it being recognized , however, that the Corporation may not be able to, and that the
Corporation has no obligation to the City if the Corporation is not able to , obtain such additional
funds . If the Corporation determines that Exhibit D must be amended in order to permit the
Corporation to obtain such additional funds, the City shall deliver a written notice to the City,
accompanied by the proposed amendment to Exhibit D, which amendment shall become
effe cti ve upon receipt by the Corporation and the Trustee of the written consent of the
Corporation to such amendment, which consent shall not be unreasonably withheld.
Section S.04. Construction, Acquisition, and Installation of the Redevelopment
tndertaking; Obligations of City. The City shall use the funds in the Redevelopment Account
for the purpose payi ng Rede velopment Ex penses . Upon transfer of the funds in the
Red ev elopment Account to the City, neither the Corporation nor the Trustee shall have any
duties or responsibilities with respect to the Redevelopment Undertaking; however, after
December 31 . 2000, failure by the City to utilize due diligence in completing the Redevelopment
Undertaking shall constitute an Event of Default under Section 12 .0l(a)(iii) of this Lease.
ARTICLE VI
BASE RENTALS AND ADDITIONAL RENTALS; EVENT OF NONAPPROPRIATION
Section 6.01. Payment of Base Rentals .
(a) The City shall , subject only to the other Sections of this Article, pay Base
Rentals directly to the Trustee during the Lease Term in immediately available funds in
the amounts and on the Base Rental Payment Dates set forth in Exhibit D hereto, as it
may be modified from time to time ; provided, however, that there shall be credited
agai nst the amount of Base Rentals pay able on any Base Rental Payment Date the
amount on deposit in the Debt Service Fund representing (i) accrued interest from the
sa le of Cert ificat es. (ii ) earn ings from the investment of moneys in the Debt Service
F und , (ii i) moneys transferred from the Project Account pursuant to the Indenture, and
(iv) an y moneys deli vered to the Trustee b y the Corporation, the City or any other Person
that are accompanied by instructions to apply the same to the payment of Base Rentals or
to deposit the same in the Debt Service Fund. Thirty days prior to each Base Rental
Payment Date, the Trustee shall notify the City as to the exact amounts that will be
c redited against the Base Rentals due on such date . If further amounts that arc to be
cred ited against Base Rentals accrue during such 30-day period, such amounts shall be
c arried over to be applied as a reduction of the Base Rentals payable on the next
succeeding Base Rental Payment Date .
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(b) A portion of each payment of Base Rentals is paid as, and represents
payment of, interest, and Exhibit D hereto, as it may be amended and supplemented from
time to time, sets forth the interest component of each payment of Base Rentals .
Section 6.02. Payment of Additional Rentals . The City shall, subject only to Sections
7.0l(b) and 8 .02(b) hereof and the other Sections of this Anicle, pay Additional Rentals directly
to the Persons to which they are owed (which, in the case of payments required to be made to
fund the Reserve Fund and the Rebate Fund pursuant to the Indenture, is the Trustee) in
immediately available funds in the amounts and on the dates on which they are due .
Section 6.03. Unconditional Obli&ations. The obligation of the City to pay Base
Rentals during the Lease Term shall, subject only to the other Sections of this Anicle, and the
obligation of the City to pay Additional Rentals during the Lease Term shall, subject to Sections
7.0l(b) and 8 .02(b) hereof and the other Sections of this Anicle, be absolute and unconditional
and shall not be abated for any reason related to the Project or the Redevelopment Undertaking.
Notwithstanding any dispute between the City and the Corporation or between the City or the
Corporation and any other Person relating to the Leased Property, the City shall, during the
Lease Term , make all payments of Base Rentals and Additional Rentals when due; the City shall
not withhold any Base Rentals or Additional Rentals payable during the Lease Term pending
final resolution of such dispute and shall not assert any right of set-off or counter-claim against
its obligation to pay Base Rentals or Additional Rentals, provided, however, that the making of
any Base Rental or Additional Rental payment shall not constitute a waiver by the City of any
rights, claims or defenses which the City may assert; and no action or inaction on the part of the
Corporation shall affect the City's obligation to pay Base Rentals or Additional Rentals during
the Lease Term .
Section 6.04. Event of '.'lonappropriation .
(a) The officer of the City who is responsible for formulating budget
proposals with respect to payments of Base Rentals and Additional Rentals is hereby
directed (i) to estimate the Additional Rentals payable in the next ensuing Fiscal Year
prior the submission of each annual budget proposal to the City Council of the City
during the Lease Term and (ii) to include in each annual budget proposal submitted to the
City Council of the City during the Lease Term the entire amount of Base Rentals
scheduled to be paid and the Additional Rentals estimated to be payable during the next
ensuing Fiscal Year; it being the intention of the City that any decision to continue or to
terminate this Lease shall be made solely by the City Council of the City, in its sole
discretion , and not by any other department, agency or official of the City.
02 ·1 21403
(b) An Event ofNonappropriation shall be deemed to have occurred:
(i) On December 31 of any Fiscal Year if the City has, on such date,
failed, for any reason, to appropriate sufficient amounts authorized and directed to
be used to pay all Base Rentals scheduled to be paid and all Additional Rentals
estimated to be payable in the next ensuing Fiscal Year; and
(ii) If
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(A) An event described in Section 8 .07(a) hereof has occurred,
(B) The Net Proceeds received as a consequence of such event
are not sufficient to repair, restore, modify, improve or replace the Leased
Propert y in accordance with Section 8.07 hereof, and
(C) The City has not appropriated amounts sufficient to
proceed under clause (i) of Section 8.07(c) hereof by December 31 of the
Fiscal Year in which such event occurred or by December 31 of any
subsequent Fiscal Year in which the insufficiency of Net Proceeds to
repair, restore, modify, improve or replace the Leased Propeny becomes
apparent, on December 31 of the Fiscal Year in which such event occurred
or on December 31 of any subsequent Fiscal Year in which such
insufficiency became apparent, as applicable .
(c) Notwithstanding subsection (b) of this Section, the Corporation may, with
the consent of the Trustee and the 1998 Certificate Insurer, waive any such failure to
appropriate under subsection (b) of this Section which is cured by the City within a
reasonable period of time .
(d) ln the event that the City shall determine to exercise its annual right to
terminate this Lease effective on December 31 of any Fiscal Year, the City shall give
written notice to such effect to the Corporation and the Trustee not later than October l of
such Fiscal Year; provided , however, that a failure to give such notice shall not (i)
constitute an Event of Default, (ii) prevent the City from terminating this Lease or (iii)
result in any liability on the part of the City .
(e) The City shall furnish the Corporation and the Trustee with copies of all
appropriation measures relating to Base Rentals, Additional Rentals or the Purchase
Option Price prompcly upon the adoption thereof by the City Council of the City .
Section 6.05. Limitations oa Obligations of City .
(a) Paymenl of Base Rentals and Additional Rentals by the City shall
constitute currently appropriated expenditures of the City and may be paid from any
legall y available funds .
(b) The City 's obligations under the Lease shall be subject to the City's
annual right to terminate this Lease upon the occurrence of an Event of
No nappropriation .
(c) No prov1Ston of the Cenificates, the Indenture, this Lease, or the
Agreement to Construct shall be construed or interpreted (i) to directly or indirectly
obl igate the City to make any payment in any Fiscal Year in excess of amounts
appropriated for such Fiscal Year; (ii) as creating a debt or multiple fiscal year direct or
indirect deb! or other financial obligation whatsoever of the City within the meaning of
Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other
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constitutional or statutory limitation or provision; or (iii) as a delegation of governmental
powers by the City .
(d) The City shall be under no obligation whatsoever to exercise its option to
purchase the Leased Property.
( e) No provision of this Lease shall be construed to pledge or to create a lien
on any class or source of moneys of the City, nor shall any provision of this Lease restrict
the future issuance of any obligations of the City, payable from any class or source of
moneys of the City (provided, however, that the restrictions set fonh in the Indenture
shall apply to the issuance of Additional Cenificates).
ARTICLE VII
OPER.\ TION AND MAINTENANCE OF LEASED PROPERTY
Section 7.01. Taxes. Utilities and Insurance.
(a) The City shall pay, as Additional Rentals, all of the following expenses
with respect to the Leased Propeny:
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(i) All taxes, assessments and other charges lawfully made by any
governmental body, provided that any such taxes, assessments or other charges
that may lawfully be paid in installments may be paid in installments as such
installments arc due;
(ii) All gas, water, steam, electricity, heat, power and other utility
charges incurred in connection with the Leased Propcny;
(iii) Casualty and propcny damage insurance with respect to the Leased
Propcny in an amount equal to the greater of: (A) the principal amount of all
Ccnificates Outstanding, or (B) the full replacement value of the Improvements
and the Equipment;
(iv) Public liability insurance with respect to the activities to be
undertaken by the City in connection with the Leased Propcny, the Project and
this Lease : (A) to the extent such activities result in injuries for which immunity is
available under Section 24-10-114, C.R.S. or any successor statute, in an amount
not less than the amounts for which the City may be liable to third parties
thereunder and (B) for all other activities, in an amount not less than Sl,000,000
per occurrence; and
(v) Common area maintenance charges or similar assessments
imposed upon the Leased Propcny as a charge against the Leased Propcny for its
proponionatc share of the costs paid or incurred for operating and maintaining
common areas including, without limitation, parking areas.
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(b) The City shall not allow any liens for taxes, assessments, other
governmental charges or utility charges to exist with respect to any portion of the Leased
Property . If the City shall first notify the Corporation and the Trustee of the intention of
the City to do so, the City may, however, in good faith contest any such tax, assessment,
other governmental charge or utility charge and, in the event of any such contest, may
permit the tax, assessment, other governmental charge or utility charge so contested to
remain unpaid during the period of such contest and any appeal therefrom. unless the
Trustee shall notify the City that, in the opinion of Independent Counsel, whose fees and
expenses shall be paid by the City from Additional Rentals appropriated for the Fiscal
Year in which such fees and expenses are due, by nonpayment of any such item the
interest of the Trustee in the Leased Property will be materially interfered with or
endangered or the Leased Property or any portion thereof will be subject to loss or
forfeiture, in which event such tax, assessment, other governmental charge or utility
charge shall be paid forthwith; provided, however, that such payment shall not constitute
a waiver of the right to continue to contest such tax, assessment, other governmental
charge or utility charge. At the request of the City, the Corporation and the Trustee will
cooperate fully with the City in any such contest.
(c) The insurance policies provided pursuant to subsection (a) of this Section
may be provided by one or more private or public insurance companies or organizations,
or may be provided through a self-insurance program, subject to the following
conditions:
(i) If the insurance is provided by a private or public insurance
company or organization:
(A) the insurance policy (I) shall have a deductible clause in an
amount not in excess of the amounts reasonably expected to be available
to the City to pay such deductible in the event of an insured event, (2)
shall name the City and the Trustee as insureds, (3) shall be so written or
endorsed as to make losses, if any, payable to the City, the Corporation
and the Trustee, as their respective interests may appear, (4) shall
explicitly waive any co-insurance penalty and (S) shall contain a provision
to the effect that the insurance company shall not cancel the policy or
modify it materially and adversely to the interest of the City, the
Corporation or the Trustee without first giving written notice thereof to the
City, the Corporation and the Trustee at least 10 days in advance of such
cancellation or modification;
(8) a copy of each such insurance policy, or of each certificate
evidencing such policy, shall be delivered to the City, the Corporation, the
Trustee and the 1998 Certificate Insurer prior to the issuance of the 1998
Certificates, a certificate evidencing the continuation of such insurance
shall be provided to the 1998 Certificate Insurer's Insured Portfolio
Management Department annually following the issuance of the 1998
Certificates and copies of new insurance policies shall be provided to the
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within 30 days of purchase or renewal;
(C) full payment of insurance proceeds under any casualty or
property damage insurance policy up to the dollar limit required by
subsection (a)(iii) of this Section in connection with damage to the Leased
Property shall, under no circumstance, be contingent on the degree of
damage sustained at other property owned or leased by the City or the
Corporation;
(D) each casualty or property damage insurance policy shall
explicitly waive any co-insurance penalty;
(E) each such insurance policy shall be provided by a
commercial insurer rated "A .. by A.M. Best or in one of two highest rating
categories ofS&P and Moody 's; and
(F) the City may insure that Leased Property under blanket
insurance policies which insure not only the Leased Property, but other
properties as well , as long as such blanket insurance policies comply with
the requirements hereof; and
(ii) If the insurance is provided through a self-insurance program
maintained by the City,
(A) an independent insurance consultant acceptable to the
Corporation and the 1998 Cenificate Insurer shall initially and annually
certify to the Corporation and the 1998 Cenificate Insurer that ( l) the
reserves supponing such self-insurance program arc held by an
independent custodian and are adequate for the purposes of such program
and (2) such self-insurance program is maintained on an actuarially sound
basis; and
(B) in the event the self-insurance program is discontinued, the
actuarial soundness of the program shall be maintained .
(d) The City shall cause an insurance consultant, which may be the person
providing the insurance, acceptable to the 1998 Cenificate Insurer to annually review the
coverage of the policies of insurance maintained pursuant to this Section and to make
recommendations thereon, and shall comply with such recommendations.
S«doa 7.02. Maiateaaace aad Operadoa or Leased Property. The City shall
maintain, preserve and keep the Leased Property, or cause the Leased Property to be maintained,
preserved and kept, in good repair, working order and condition, subject to nonnal wear and tear,
shall operate the Leased Property, or cause the Leased Property to be operated, in an efficient
manner and at a reasonable cost, and shall make or cause to be made all necessary and proper
repairs. except as otherwise provided in Sections 8.05, 8.06 and 8.07 hereof.
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ARTICLE VIII
TITLE, ENCUMBRANCES, MODIFICATIONS OR ADDITIONS TO LEASED
PROPERTY; DAMAGE OR CONDEMNATION OF LEASED PROPERTY
Section 8.01. Title to Leased Property. Title to the Leased Property shall be held in the
name of the Corporation, subject to this Lease, until the Leased Property is conveyed or
otherwise disposed of as provided herein, and the City shall have no right, title or interest in the
Leased Property .
Section 8.02. Limitations on Disposition of and Encumbrances on Leased Property.
(a) Except as otherwise permitted in this Article or Article IX hereof and
except for Permitted Encumbrances, (i) none of the Corporation, the City or the Trustee,
shall sell, assign , transfer or convey any portion of or any interest in the Leased Property
or directly or indirectly create, incur or assume any mortgage, pledge, lien, charge,
encumbrance or claim on or with respect to the Leased Property, and (ii) the City shall
promptly take such action as may be necessary to duly discharge any such mortgage,
pledge. lien , charge , encumbrance or claim .
(b) Notwithstanding subsection (a) of this Section, if the City shall first notify
the Corporation and the Trustee of the intention of the City to do so, the City may in good
faith contest any such mortgage, pledge, lien, charge, encumbrance or claim on or with
respect to the Leased Property, and in the event of any such contest, may permit the item
so contested to remain undischarged and unsatisfied during the period of such contest and
any appeal therefrom, unless the Corporation or the Trustee shall notify the City that, in
the opinion of Independent Counsel, whose fees shall be paid by the City, by failing to
discharge or satisfy such item the interest of the Corporation or the Trustee in the Leased
Property will be materially interfered with or endangered, or the Leased Property or any
part thereof will be subject to loss or forfeiture, in which event such item shall be
satisfied and discharged forthwith; provided, however, that such satisfaction and
discharge shall not constitute a waiver by the City of the right to continue to contest such
item . At the request of the City , the Corporation and the Trustee will cooperate fully with
the City in an y such contest. ·
Section 8.03. Granting of Easements . As long as no Event of Nonappropriation or
Event of Default shall have happened and be continuing, the Corporation and the Trustee shall,
at the request of the City :
(a) Consent to the grant of easements, licenses, rights-of-way (including the
dedication of public highways) and other rights or privileges in the nature of easements
with respect to the real property included in the Leased Property, free from this Lease and
any security interest or other encumbrance created hereunder or under the Indenture;
(b) Release existing easements, licenses, rights-of-way and other rights and
privileges with respect to the Land and the Improvements, free from this Lease and the
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Indenture and any security interest or other encumbrance created hereunder or
thereunder, with or without consideration ; and
(c) Execute and deliver any instrument necessary or appropriate to confirm
and grant or release any easement, license, right-of-way or other grant or privilege under
subsection (a) or (b) of this Section, upon receipt of: (i) a copy of the instrument of grant
or release ; and (ii ) a written application signed by the City Representative requesting
such instrument and stating that such grant or release will not materially adversely affect
the value, or interfere with the effective use or operation, of the Leased Property.
Section 8.04. Subleasing by City. All or any part of the Leased Property may, subject
to Section 10.04 hereof, be subleased by the City upon satisfaction of the following conditions :
(a) This Lease , and the obligations of the City hereunder, shall remain
obligations of the City, and the City shall maintain its direct relationships with the
Corporation, notwithstanding any sublease ; and
(b) The Corporation and the Trustee consent to such sublease, which consent
sh a ll not be unreasonably withheld.
Section 8.05. Modification of Leased Property . The City, at its own expense, may
remodel , or make substitutions, additions, modifications or improvements to , the Leased
Property, provided that (a) such remodeling, substitutions, additions, modifications and additions
(i) shall not in any way damage the Leased Property as it existed prior thereto and (ii) shall
become part of the Leased Property ; (b) the value of the Leased Property after such remodeling,
substitutions, additions, modifications and additions shall be at least as great as the value of the
Leased Property prior thereto; (c) the Leased Property, after such remodeling, substitutions,
additions , modifications and additions, shall continue to be used as provided in and shall
otherwise be subject to the terms of this Lease, and (d) with respect to substitutions, the 1998
Certificate Insurer has , in its sole discretion, given its written consent to such substitution, such
consent to be given onl y if the 1998 Certificate Insurer has received from the City : (i) an MAJ
fair market appraisal demonstrating that the value of the substituted property is at least equal to
that of the property released ; (ii) a certificate of useful life demonstrating that the useful life of
· the substituted property meets or exceeds the remaining term of the Certificates; (iii) a
certifi c ation that the essentiality of the substituted property is comparable to that of the released
property ; (iv) an opinion from Bond Counsel regarding the tax consequences of the substitution
acceptable to the 1998 Certificate Insurer ; (v) a certification from the City that there are no prior
liens on the substituted property ; and (vi) a title insurance policy covering the substituted
propert y and a certification from the City that the release of the released property and
substitution of the substituted property will not affect the existing title insurance on the Leased
Property .
Section 8.06. Replacement and Substitution or Equipment.
(a) The City shall have no obligation to renew, repair or replace any
inadequate , obsolete , worn-out, unsuitable, undesirable or UMecessary Equipment. In
any instance where the City determines that any Equipment has become inadequate,
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obsolete, worn-out, unsuitable, undesirable or unnecessary, the City may (acting for the
Corporation) sell, trade in , exchange or otheiwise dispose of such Equipment (as a whole
or in part) without any responsibility or accountability to the Corporation or the Trustee
therefor, provided that the City shall either:
(i ) Substitute (by direct payment of the costs thereof or by designating
equipment or personal propeny not theretofore included as part of the Leased
Property) other equipment or personal property having (A) equal or greater value
and utility (but not necessarily having the same function) in the operation of the
Leased Propeny and (B ) a useful life of not less than the remaining useful life of
the Equipment for which it is substituted; or
(ii ) Not make any such substitution, provided that (A) if any of such
Equipment is sold or disposed of to anyone other than the City or is scrapped, the
City shall pay to the Trustee for deposit in the Debt Service Fund the Net
Proceeds from such sale or disposition or the scrap value of such Equipment, as
appropriate, (8) if any of such Equipment that is traded-in for other equipment or
personal propeny that is not to be included in the Leased Property, the City shall
pay to the Trustee for deposit in the Debt Service Fund the Net Proceeds of the
credit received by it in such trade-in and (C) if any of such Equipment is sold or
disposed of to the City, the City shall pay to the Trustee for deposit in the Debt
Service Fund an amount equal to the original cost thereof less depreciation at
rates calculated in accordance with generally accepted accounting principles.
(b) The City shall promptly repon in writing to the Corporation and the
Trustee each substitution, trade in, exchange or other disposition that must meet one of
the conditions set forth in clause (i) or (ii) of subsection (a) of this Section and will pay
amounts due to the Trustee thereunder promptly following any sale or disposition
pursuant to clause (ii) of subsection (a) of this Section. All equipment or personal
propeny substituted for Equipment pursuant to this Section shall be free of all liens and
encumbrances that are not Pcrmined Encumbrances and shall become a pan of the
Equipment, and the City shall execute and deliver to the Corporation a bill of sale
transferring title to the substituted equipment or personal property to the Corporation.
(c) The City will not remove, or permit the removal of, any of the Equipment
except in accordance with this Section, Section 8 .05 or 8 .07 or Article IX hereof. The
Corporation and the Trustee shall cooperate with the City in implementing the City's
rights to dispose of Equipment pursuant to this Section and will execute any and all
conveyances, releases or other documents necessary or appropriate in coMection
therewith .
(d) The disposal of any ponion of the Equipment pursuant to this Section shall
not entitle the City to any postponement, abatement or diminution of the Base Rentals or
Additional Rentals required to be paid hereunder.
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Section 8.07. Damage to, Condemnation of, Material Defect in or Loss of Title to
Leased Property.
(a) If (i) the Leased Property (or any portion thereof) is destroyed or damaged
by fire or other casualty, (ii) title to , or the temporary or permanent use of, the Leased
Property (or any portion thereof) or the estate of the City, the Corporation or the Trustee
in the Leased Property ( or any portion thereof), is taken under the exercise of the power
of eminent domain by any governmental body or by any Person acting under
governmental authority, (iii) a breach of warranty or any material defect with respect to
the Leased Property (or any portion thereof) becomes apparent or (iv) title to or the use of
the Leased Property (or any portion thereof) is lost by reason of a defect in the title
thereto, then, the Net Proceeds of any insurance, performance bond or condemnation
award or the Net Proceeds received as a consequence of any default or breach of
warranty under any contract relating to the Leased Property or the Project shall be
deposited into a special trust fund held by the Trustee.
(b) If the costs of the repair, restoration, modification, improvement or
replacement of the Leased Property following an event described in subsection (a) ofthis
Section are equal to or less than the Net Proceeds available, such Net Proceeds shall be
used promptly to repair, restore, modify, improve or replace the Leased Property (or
portion thereof) and any excess shall be delivered to the City .
(c) If the costs of the repair, restoration, modification, improvement or
replacement of the Leased Property following an event described in subsection (a) of this
Section are more than the amount of Net Proceeds available, then:
02 ·1 721~0)
(i) The City may elect either
(A) To use the Net Proceeds promptly to repair, restore, modify
or improve or replace the Leased Property (or portion thereof) with
property of a value equal to or in excess of the value of the Leased
Property (or applicable portion thereof), and pay (subject to Article VI
hereof) as Additional Rentals the costs thereof in excess of the amount of
the Net Proceeds or
(8) To pay (subject to Article VI hereof) the Purchase Option
Price, in which case the Net Proceeds shall be delivered to the City.
(ii) If, by December 31 of the Fiscal Year in the event described in
subsection (a) of this Section occurred (or June 30 of any subsequent Fiscal Year
in which the insufficiency of Net Proceeds to repair, restore, modify, improve or
replace the Leased Property becomes apparent), the City has not appropriated
amounts sufficient to proceed under either clause (i) of this subsection. an Event
ofNonappropriation shall be deemed to have occurred.
(iii) Any election made by the City under clause (i) of this subsection
shall be supported by a certificate of an independent architect acceptable to the
1998 Certificate Insurer.
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(d ) The C ity shall not voluntarily settle, or consent to the settlement of, any
pro ce edin g ari sin g out of any insurance claim, performance or payment bond claim,
pro spec tiv e o r pend ing condemnation proceeding, or any action relating to default or
breach of warranty under an y contract relating to the Leased Property or the Project
without the written consent of the Corporation and the Trustee.
(e ) No event described in subsection (a) of this Section shall affect the
obligation of the City to pay Base Rentals or Additional Rentals hereunder, regardless of
whether the Leased Propeny is repaired, modified, improved or replaced in full or in pan,
subject , however, to Article VI hereof.
Section 8.08. Condemnation by the City . The City agrees that, to the extent permitted
by law , in the event it brings an eminent domain or condemnation proceeding with respect to all
or any portion of the Leased Property, the appraised value of the condemned portion of the
Leased Property shall be not less than the greater of (a) if the Certificates are then subject to
redemption under the Indenture, the redemption price of the Certificates that are attributable to
the condemned property minus a proportionate share of the amount then on deposit in the
Reserve Fund or (b ) if the Certificates are not then subject to redemption, the amount necessary
to de fease th e Certificates attributable to the condemned propeny to the first date on which the
C ertifi cates a re subject to redemption under the Indenture minus a proportionate share of the
amount then on deposit in the Reserve Fund.
Section 8.09. Personal Property of City. The City, at its own expense, may install
equipment and other personal propeny in or on the Leased Propeny, which equipment or other
personal propeny shall not become pan of the Leased Property unless it is permanently affixed
to th e Leased Propeny or removal of it would materially damage the Leased Propeny, in which
case it will become pan of the Leased Propeny.
ARTICLE IX
CITY'S Pt:RCHASE OPTION; RELEASE OF CERTAIN EQUIP~ENT
Section 9.01. City's Purchase Option . The City is hereby granted the option to
p urchase th e Leased Property by payi ng to the Trustee the Purchase Option Price. The Purchase
Opt io n Pri ce sha ll be an amount wh ich, together with other amounts then on deposit in the Debt
Service Fund, th e Reserve Fund and the Construction Fund that are available for such purpose, is
sufficient (a) to pay all th e Outstanding Certificates at maturity, to redeem all the Outstanding
Certi fica tes in acc ordance w ith the redemption pro visions of the Indenture or to defease all the
Out standi ng C ert ifi cate s in ac cordanc e wi th the defeasance provisions of the Indenture and (b ) to
pay a ll Additional Rentals payable through the date of conveyance of the Leased Property to the
Di strict or its designee pursuant to this Article, including , but not limited to , all fees and
ex penses o f th e Trust ee relatin g to the con veyanc e of the Leased Property and the payment,
red e mpti on o r defeasance of the Certificates .
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Section 9.02. Exercise of City's Purchase Option.
(a) The City may exercise its option to purchase the Leased Property pursuant
to Section 9 .01 hereof by (i ) giving written notice to the Corporation and the Trustee
prior to the end of the Scheduled Lease Term (A) stating that the City intends to purchase
the Leased Property pursuant to Section 9.01 hereof, (B) identifying the source of funds it
will use to pay the Purchase Option Price and (C) specifying a closing date for such
purpose which is at least 30 and no more than 90 days after the delivery of such notice
and (ii) paying the Purchase Option Price to the Trustee in immediately available funds
on the closing date .
(b) At the closing of an y purchase of the Leased Property pursuant to this
Section, the Corporation shall execute and deliver to the City or its designee, and shall
cause the Trustee to execute and deliver to the City or its designee, all necessary
documents assigning, transferring and conveying title to the City or its designee in the
Leased Property, as it then exists , subject to the following : (i) Permitted Encumbrances,
other than this Lease and the Indenture; (ii) all liens, encumbrances and restrictions
created or suffered to exist by the Corporation as required or permitted by this Lease or
arising as a result of any action taken or omitted to be taken by the Corporation as
required or permitted by this Lease ; (iii ) an y lien or encumbrance created or suffered to
exist by action of the City; and (iv) those liens and encumbrances (if any) to which title to
the Leased Property was subject when acquired by the Corporation.
Section 9.03. Conveyance of Leased Propeny to City at End of Scheduled Lease
Term. lfthe City pays all Base Rentals scheduled to be paid through the end of the Scheduled
Lease Term and all Additional Rentals payable through the date of conveyance of the Leased
Property to the City pursuant to this Section shall have been paid, the Leased Property shall be
assigned . transferred and con veyed to the City or its designee at the end of the Scheduled Lease
Term in the manner described in Section 9.02(b) hereof without any additional payment by the
Cat y.
Section 9.04. Release of Certain Equipment. If all Base Rentals scheduled to be paid
hereunder on or before each date set forth on Exhibit E hereto shall have been paid, the
corresponding Equipment identified in such E"xhibit shall be released from this Lease, and the
Corporation shall execute and deliver to the Corporation, and shall cause the Trustee to execute
and deli ver to the City , a bill of sale and an y other documents necessary to assign, transfer and
con vey title to such Equipment, as it then exists , subject only to the items described in Section
9 .02(b ) hereo f.
ARTICLEX
GENERAL COVE~ANTS
Section 10.01. Further Assurances and Corrective lastrumeats. So long as this
Lease is in full force and effect and no Event ofNonappropriation or Event of Default shall have
occurred , the Corporation, the City and the Trustee shall have full power to carry out the acts and
agreements provided herein and the Corporation, the City and the Trustee shall from time to
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time, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered
such supplements hereto and such funher instruments as may reasonably be required for
correcting any inadequate or incorrect description of the Leased Propeny leased or intended to be
leased hereunder, or for otherwise carrying out the intention of or facilitating the performance of
this Lease .
Section 10.02. Compliance with Requirements of Law. The Corporation, the City and
the Trustee shall comply with all Requirements of Law in performing their respective obligations
with respect to the Leased Propeny hereunder. Without limiting the generality of the preceding
sentence, the City, in panicular, shall use the Leased Propeny in a manner such that (a) the
Leased Propeny at all times is operated in compliance with all Requirements of Law; (b) all
permits required by Requirements of Law in respect of the City's use of the Leased Property are
obtained, maintained in full force and effect and complied with .
Section 10.03. Environmental Representations and Covenants oftbe City.
(a) The operations or other activities of the City on or with respect to the Land
will not result in the disposal or other Release of any Contaminant on or from the Land
other than in all cases in compliance with applicable law.
(b) The operations or other activities of the City shall not result in the disposal
or other Release of any Contaminant on or from the Land other than in compliance with
all current and future applicable environmental laws and the City shall not engage in any
activities that will result in the violation of any current or future environmental laws. The
City shall obtain from time to time all permits required under current or future
environmental laws so that the operations of the City will be in accordance with such
laws .
(c) The City will make available for inspection from time to time all
documents and information in its possession and control regarding activities and
conditions relating to the Land and other assets which may result or may have resulted in
noncompliance with , or liability under, any environmental, health or safety Requirement
of law.
(d ) The City shall not store, locate, generate, produce, process, treat, transpon,
incorporate, discharge, emit , release, deposit or dispose of any Hazardous Substance in,
upon, under, over or from the Land other than in accordance with all applicable
Environmental Regulations, shall not permit any Hazardous Substance to be stored,
located, generated, produced, processed, treated, transponed, incorporated, discharged,
emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder,
thereover or therefrom other than in accordance with all applicable Environmental
Regulations , shall cause all Hazardous Substances found thereon to be properly removed
therefrom and properly disposed of in accordance with all applicable Environmental
Regulations. shall not install or permit to be installed any underground storage tank
therein or thereunder other than in accordance with all applicable Environmental
Regulations, and shall comply with all Environmental Regulations which are applicable
to the Land .
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(e) Amounts payable by the City pursuant to this Section shall constitute
Additional Rentals and shall be subject to all the terms of this Lease relating to
Additional Rentals , including, but not limited to , Sections 6 .05 and 12 .03 hereof.
Section 10.04. Participation in Legal Actions .
(a) At the request of and at the cost of the City, the Corporation and the
Trustee shall join and cooperate fully in any legal action in which the City asserts its right
to the enjoyment of the Leased Property; that involves the imposition of any charges,
costs or other obligations or liabilities on or with respect to the Leased Property or the
City's enjoyment of the Leased Property for which the City is responsible hereunder; or
that involves the imposition of any charges, costs or other obligations with respect to the
City 's execution , delivery and performance of its obligations hereunder.
(b) At the request of the Corporation or the Trustee, the City shall, at the cost
of the City, join and cooperate fully in any legal action in which the Corporation or the
Trustee asserts its ownership of or interest in the Leased Property; that involves the
imposition of an y charges, costs or other obligations on or with respect to the Leased
Property for which the Corporation or the Trustee is responsible hereunder; or that
involves the imposition of any charges, costs or other obligations with respect to the
execution and delivery of this Lease by the Corporation or the performance of its
obligations hereunder.
Section 1 O.OS. Tax Covenant of City. The City shall not take any action or omit to take
any action with respect to the Certificates, the proceeds of the Certificates, the Leased Property
or an y other funds or property of the City and it will not permit any other Person to take any
act ion or omit to take an y action with respect to the Trust Estate or the Leased Property or the
use thereof if such action or omission would cause interest on any of the Certificates to be
included in gross income for federal income tax purposes or to be an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations
(except. with respect to corporations, as such interest is required to be taken into account in
determining ··adjusted net book earnings" for the purpose of computing the alternative minimum
ta x imposed on such corporations). 1n furtherance of this covenant, the City agrees to comply
w ith the procedures set forth in the Tax Compliance Certificate deliver:d in connection with the
issuance of the Certificates and the provisions of any similar certificate or instrument delivered
in connection with the issuance of an y Additional Certificates. The covenants set forth in this
Section shall remain in full force and effect notwithstanding the payment in full or defeasance of
the Certificates until the date on which all obligations in fulfilling such covenants have been met.
The co venants set forth in this Section shall not, however, apply to any series of Certificates if, at
the time of issuance, the City intends the interest on such series of Certificates to be subject to
federal income tax .
Section 10.06. Payment of Expenses of the Corporadoa and tile Trustee. The City
shall pay the reasonable expenses of the Corporation and reasonable fees and expenses of the
Trustee (subject to any agreement with the Trustee limiting the amount of such fees and
expenses ) in connection with the Leased Property, the Project, this Lease, the Agreement to
Construct, the Indenture. the Certificates or any maner related thereto, including, but not limited
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to , costs of defending any claim or action brought against the Corporation or its directors of
officers relating to the foregoing, excepting, however, any liability for any action constituting
willful or wanton misconduct .
Section 10.07. Payments to Reserve Fund and Rebate Fund. The City shall pay to
the Trustee all amounts required to be deposited into the Reserve Fund and the Rebate Fund as
and when required by the [ndenture .
Section 10.08. Authorization of Permitted Investments with Term in Excess of Five
Yean . By authorizing the execution and delivery of this Lease, the City Council of the City
specifically authorizes the investment of moneys held by the Trustee in Permitted lnvestments
(as defined in the lndenture) where the period from the date of purchase thereof to the maturity
date is in excess of five years .
ARTICLE XI
LIMITS ON OBLIGATIONS OF CORPORATION
Section 11.01. Disclaimer of Warranties . THE CORPORATION MAKES NO
WARRA,'\TTY OR REPRESENTATlON, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE , DESIGN , CONDITION, MERCHANTABlLITY OR FITNESS FOR A
PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY
OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED
PROPERTY OR ANY PORTlON THEREOF . ln no event shall the Corporation be liable for
any direct or indirect , incidental, special or consequential damage in connection with or arising
out of this Lease or the existence, furnishing , functioning or use by the City of any item, product
or service provided for herein .
Section 11.02. Financial Obli&atiolls of Corpontioll Liaked to Available Fuads.
Notwithstanding any other provision hereof, all financial obligations of the Corporation under
this Lease are limited to the funds available to the Corporation from payments from the City
pursuant hereto .
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.01. Events of Default Defined.
(a)
Lease :
Any of the following shall constitute an "Event of Default" under this
(i) failure by the City to pay any specifically appropriated Base
Rentals to the Trustee on or before the applicable Base Rental Payment Date;
provided, however, that a failure by th~ City to pay Base Rentals on the applicable
Base Rental Payment Date shall not constitute an Event of Default if such
payment is received by the Trustee within five days following such Base Rental
Payment Date ;
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(ii) failure by the City to pay any Additional Rental for which funds
have been specifically appropriated when due, or if such Additional Rental is
payable to a Person other than the Corporation or the Trustee, when nonpayment
thereof has , or may have, a material adverse effect upon the Leased Property or
the interest of the Corporation or the Trustee in the Leased Property;
(iii ) failure by the City to vacate the real property and to surrender the
Equipment included in the Leased Property immediately following an Event of
Nonappropriation in accordance with Section 4 .02 (b) hereof; or
(i v) failure by the C ity to observe and perform any covenant, condition
or agreement on its pan to be observed or performed, other than as referred to in
clause (i ), (ii ) or (iii ) above, for a period of 30 days after wrinen notice, specifying
such failure and requesting that it be remedied shall be gi ven to the City by the
Trustee, unless the Trustee shall agree in writing to an extension of such time
prior to its expiration ; provided , however, that if the failure stated in the notice
cannot be corrected within the applicable period, the Trustee shall not withhold its
consent to an extension of such time if corrective action shall be instituted by the
City within the applicable period and diligently pursued until the default is
corrected.
(b ) The pro v isions of subsection (a) of this Section are subject to the
following limitations :
(i) The City shall be obligated to pay Base Rentals and Additional
Rentals onl y during the Lease Term, except as otherwise expressly provided in
Section 4 .02(b)(ii) hereof; and
(ii) If, by reason of Force Majeure, the City shall be unable in whole or
in pan to carry out any agreement on its pan herein contained, other than its
obligation to pay Base Rentals or Additional Rentals hereunder, the City shall not
be deemed in default during the continuance of such inability ; provided, however,
that the C ity shall , as promptly as legally and reasonably possible, remedy the
cause or causes preventing the City from carrying out such agreement, except that
the settlement of strikes, lockouts and other industrial disturbances shall be
entirely within the discretion of the City .
Section 12.02. Remedies on Derault . Whenever any Event of Default shall have
happened and be continuing, the Trustee, acting for the Corporation, may , without any further
demand or notice, but with the consent of or at the wrinen direction of the 1998 Certificate
In s ur er, take one or any combination of the following remedial steps :
(a) Terminate the Lease Term and give notice to the City to immediately
vacate the real property included in the Leased Property and to surrender the Equipment,
in the manner pro vided in Section 4 .02(b) hereof;
(b) Exercise all the rights and remedies of a secured party under the Uniform
Commercial Code with respect to the Equipment and otherwise repossess, liquidate or
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otherwise dispose of the Equipment in any lawful manner; provided, however, that the
Corporation may not recover from the City any deficiency which may exist following the
liquidation of the Equipment;
(c) With the consent, or at the direction, of the 1998 Certificate Insurer, sell or
lease its interest in all or any portion of the Leased Property;
(d) Recover from the City:
(i) the portion of Base Rentals and Additional Rentals payable
pursuant to Section 4 .02(b)(ii) hereof; and
(ii) the portion of Base Rentals and Additional Rentals for the then
current Fiscal Year that has been specifically appropriated by the City Council of
the City, regardless of when the City vacates the Land and Improvements and
delivers the Equipment to the Corporation; and
(e} Take whatever action at law or in equity may appear necessary or
desirable to enforce its rights in and to the Leased Property under this Lease, subject,
however, to the limitations on the obligations of the City set forth in Sections 6 .05 and
12 .03 hereof and the limitations on the obligations of the Corporation set forth in Article
X hereof.
Section 12.03. Limitations on Remedies . A judgment requiring a payment of money
may be entered against the City by reason of an Event of Default only as to the City's liabilities
described in Section 12.02(d) hereof. A judgment requiring a payment of money may be entered
against the City by reason of an Event of Nonappropriation, or a failure to vacate the Land and
the Improvements and deliver the Equipment to the Corporation following an Event of
Nonappropriation, only to the extent provided in Section 12.02(d)(i) hereof.
Section 12.04. No Remedy Exclusive. Subject to Section 12.03 hereof, no remedy
herem conferred upon or reserved to the Corporation is intended to be exclusive, and every such
remed y shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any default shall be construed to be a waiver thereof, but any such right and
po,,er may be exercised from time to time and as often as may be deemed expedient. In order to
ent itle the Corporation to exercise any remedy reserved in this Article, it shall not be necessary
to g, e any notice . other than such notice as may be required in this Article.
Section 12.05. Waivers .
(a) The Corporation, with the consent of the 1998 Certificate Insurer, may
waive any Event of Default under this Lease and its consequences. In the event that any
agreement contained herein should be breached by either party and thereafter waived by
the other party, such waiver shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach hereunder.
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(b) In the event the Trustee waives any Event of Default described in
Section 12.0l(a)(i) hereof, any subsequent payment by the City of Base Rentals then due
and owing shall be paid to the Trustee to be applied in accordance with the terms of the
Indenture; provided that, if the 1998 Certificate Insurer has made a payment under the
1998 Financial Guaranty Agreement because of such Event of Default, any amount
necessary to reimburse the 1998 Certificate Insurer for the amount of such payment, shall
first be made to the 1998 Certificate Insurer. Any amount so paid to the 1998 Certificate
Insurer shall be accompanied by a payment of simple interest on such amount for the
period commencing on the date of the Event of Default and ending on the date such
payment is received by the 1998 Certificate Insurer
ARTICLE XIII
MISCELLAl'iEOUS
Section 13.01. Assignment by the Corporation. The Corporation shall not assign this
Lease or any rights herein, including but not limited to its rights to receive and enforce payments
hereunder, to any Person other than the Trustee.
Section 13.02. Assignment and Subleasing by City. This Lease may not be assigned
by the City for any reason without the prior written consent of the Corporation and the Trustee.
Section 13.03. Binding Effect. This Lease shall inure to the benefit of and shall be
binding upon the Corporation and the City and their respective successors and assigns, subject,
however, to the limitations set forth in Sections 13.01 and 13.02 hereof. The Trustee shall be a
third party beneficiary of this Lease to the extent rights are granted to it herein and, by accepting
the assignment of the Corporation's interest herein pursuant to the Indenture, shall be bound by
the terms hereof.
Section 13.04. Ci~· Reportinc to 1998 Certificate Insurer .
(a) The City shall provide notification to the 1998 Certificate Insurer in the
event of any significant change in the financial condition of the City or the physical
condition of the Leased Property .
(b) The City shall, while the Certificates arc outstanding, provide the 1998
Certificate Insurer timely information regarding the City and the Leased Property,
including but not limited to :
(i) annual audited financial statements reviewed by the City's auditor,
within 180 days after the end of the Fiscal Year;
(ii) a copy of the City budget within 20 days of completion of such
budget and thereafter as updated;
(iii) a copy of any notice or report required to be given to the Trustee,
the Owners of the Certificates or any other party to any of this Lease, the
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Agreement to Construct or the Indenture , which notices shall also be given to
S&P and Moody 's ;
(iv) a copy of any information filed by the Corporation or the City with
an y nationally recognized municipal securities information repository under
S.E.C. Rule 15c2-12 , simultaneously with the filing with such repository; and
(v) such additional information as the 1998 Certificate Insurer may
reasonably request.
Section 13.05. Rights of 1998 Certificate Insurer.
(a) Notwithstanding any other provision of this Lease, the Indenture or the
Agreement to Construct, so long as the 1998 Certificates are Outstanding and the 1998
Certificate Insurer is not in payment default under the 1998 Certificate Insurance Policy,
(i ) the 1998 Certificate Insurer shall be deemed to be the Owner of all the 1998
Cert ificates for purposes of exercising rights with respect to remedies pursuant to
Article XII hereof and (ii) there shall be no acceleration of the payment obligations of the
Trustee under the Indenture or of the District hereunder without the consent of the 1998
Certificate .
(b) After the 1998 Certificates are no longer Outstanding and at any time the
1998 Certificate Insurer is in payment default under the 1998 Certificate insurance
Policy, all references herein to the 1998 Certificate Insurer shall be ineffective.
Section 13.06. Corporation, City and Trustee Representatives . Whenever under the
provisions hereof the approval of the Corporation, the City or the Trustee is required, or the City,
the Corporation or the Trustee is required to take some action at the request of the other, unless
otherwise provided. such approval or such request shall be given for the Corporation by the
Corporation Representati, e , for the City by the City Representative and for the Trustee by
Trustee Representative, and the Corporation, the City and the Trustee shall be authorized to act
on any such approval or request.
Section 13.07. Manner of Giving Notices . All notices, certificates or other
communications hereunder shall be in writing and shall be deemed given when mailed by
certified or registered mail , postage prepaid, addressed as follows: if to the City, to City of
Englewood. 3400 South Elati Street, Englewood, Colorado 80110, Attention : City Attorney; ifto
th e Corporation. to Englewood Environmental Foundation, Inc ., 3400 South Elati Street,
Englewood, Colorado 80110, Attention: President of the Corporation; if to the Trustee, to The
Bank of Cherry Creek, N .A ., 3033 East First Avenue, Denver, Colorado 80206, Attention: Trust
Department ; if to the 1998 Certi fie ate Insurer, to MBIA Insurance Corporation, 113 King Street,
Armonk, ew York 10504, Attention : Insured Portfolio Management Department; ifto S&P, to
Standard & Poor's Ratings Services, 25 Broadway, New York, New York, Attention: Municipal
Surveillance ; and. if to Moody 's , to Moody's Investors Service, 99 Church Street, New York,
New York 10007, Attention : Public Finance . The entities listed above may, by written notice,
designate any further or different addresses to which subsequent notices, cenificates or other
commumca11ons shall be sent.
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Section 13.08. No Individual Liability . All covenants, stipulations, promises,
agreements and obligations of the City or the Corporation, as the case may be, contained herein
shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the
City or the Corporation, as the case may be, and not of any member, director, officer, employee,
servant or other agent of the City or the Corporation in his or her individual capacity, and no
recourse shall be had on account of any such covenant, stipulation, promise, agreement or
obligation, or for any claim based thereon or hereunder, against any member, director, officer,
employee, servant or other agent of the City or the Corporation or any natural person executing
this Lease or any related document or instrument.
Section 13.09. Amendments, Cbaages aad Modlflcadoas. Except as otherwise
provided herein, this Lease may not be effectively amended, changed, modified or altered other
than by the execution of a subsequent document in the same manner as this Lease is executed.
Section 13.10. Events Occurriag oa Days that are not Business Days . If the date for
making any payment or the last day for performance of any act or the exercising of any right
under this Lease is a day that is not a Business Day, such payment may be made, such act may be
perfonned or such right may be exercised on the next succeeding Business Day, with the same
force and effect as if done on the nominal date provided in this Lease .
Section 13.11. Severabillty . In the event that any provision of this Lease, other than the
obligation of the City to pay Base Rentals or Additional Rentals and the Purchase Option Price
hereunder and the obligation of the Corporation to provide quiet enjoyment of the Leased
Property and to convey the Leased Property to the City pursuant to Anicle IX hereof: shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 13.12. Captions . The captions or headings herein are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Lease .
Section 13.13. Applicable Law . The laws of the State shall be applied in the
interpretation, execution and enforcement of this Lease.
Section 13.14. Execution In Couaterparts. This Lease may be simultaneously
executed m several counterparts , each of which shall be an original and all of which shall
constitute but one and the same instrument .
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IN WITNESS WHEREOF , the Corporation and the City have executed this Lease as of
the date first above written .
ATTEST :
ENGLEWOOD ENVIRONMENTAL
FOUNDATION, INC ., as Lessor
President
CITY OF ENGLEWOOD, as Lessee
Mayor
BY·-----------
City Clerk
[Signature Page to Lease]
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ST A TE OF COLORADO ]
] ss .
COUNTY OF ARAPAHOE ]
The foregoing instrument was acknowledged before me this __ day of December,
1998, by Rick Kalun as President of Englewood Environmental Foundation, Inc ..
WITNESS MY HAND AND OFFICIAL SEAL, the day and year above written.
[NOT ARIAL SEAL]
Notary
My commission expires ___ _
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STATEOFCOLORADO )
l ss .
CO UN TY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this __ day of December,
1998, by Thomas J. Bums, as Mayor, and Loucrishia A. Ellis, as City Clerk, of the City of
Englewood.
WITNESS MY HAND AND OFFICIAL SEAL, the day and year above written.
[NOT ARIAL SEAL)
Notary
My commission expires, ___ _
02-172140) 33
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EXHIBIT A
DESCRIPTION OF THE LEASED LAND
[Insert a Jc11J description of the Real Pr:opcrty .]
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EXHIBIT&
DESCRIPTION OF THE IMPROVEMENTS
(Iosco a description of the Cjyjc Center and initial PJans and Specjficarions .J
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EXHIBITC
DESCRIPTION OF THE EQUIPMENT
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The following equipment and other personal property, as more fully described in the
Plans and Specifications:
[Insert a description of the Egµjpment.]
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Base Rental
Payment Date
02 •172140)
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EXHIBITD
BASE RENTAL PAYMENT SCHEDULE
Base Rental
Principal
Component
Base Rental
Interest
Component
0-1
Total Base
Rentals Due on
Payment Pate
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Annual Total
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EXHIBITE
EQUIPMENT RELEASE SCHEDULE
Release c1ate<1>
<1> Pursuant to Section 9 .04 of the Lease, if full payment of all scheduled Base Rentals and
Additional Rentals shall have been paid through and including the indicated dates, the
corresponding Equipment will be released .
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EXHIBIT F
REDEVELPOMENTUNDERTAKING
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The Redevelopment Undertaking shall include public improvements of every character
with an area bounded by-----------------------
The public improvements comprising the Redevelopment Undertaking shall include, but are not
limited to, the costs of site demolition and preparation, streets, public parking, public utilities,
and pedestrian enhancements within the Cinderella City redevelopment area. The
Redevelopment Undertaking shall not be interpreted to include, nor a covenant to provide for
payment of, the costs of all public improvements necessary or desirable for the redevelopment of
the area within the boundary indicated above.
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MORTGAGE AND INDENTURE OF TRUST
Between
KUTAKROCK
DRAFT 11/18/98
ENGLEWOOD ENVIRONMENT AL FOUNDATION, INC.,
as graator
and
THE BANK OF CHERRY CREEK, N.A.,
as trustee
Dated as or December 1, 1998
Tbis is a security aareemeat witlt respect to cllattels,
as well as a mortsaae H real estate ud otlter property.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS ............................................................................................................................... 4
ARTICLE 11
AUTHORIZATION, TERMS, EXECUTION AND ISSUANCE OF
CERTIFICATES
Section 2 .01 . Authorized Amount of Certificates ...................................................................... 13
Section 2.02. Issuance of Certificates ........................................................................................ 14
Section 2.03. 1998 Certificate Details ....................................................................................... 14
Section 2.04. Limited Obligations ............................................................................................. 16
Section 2.05 . Execution and Authentication of Certificates ...................................................... 16
Section 2 .06 . Delivery of Certificates ........................................................................................ 16
Section 2.07. Mutilated, Lost, Stolen or Destroyed Certificates ............................................... 17
Section 2 .08 . Registration of Certificates; Persons Treated as Owners ; Transfer and
Exchange of Certificates ...................................................................................... 17
Section 2.09. Cancellation of Certificates .................................................................................. 18
Section 2.10. Issuance of Additional Certificates ...................................................................... 18
Section 2.11. Negotiability ........................................................................................................ 20
ARTICLE III
FUNDS AND ACCOUNTS
Section 3 .0 1. Debt Service Fund ................................................................................................ 20
Section 3.02. Reserve Fund ....................................................................................................... 21
Section 3 .03 . Construction Fund ................................................................................................ 23
Section 3.04 . Rebate Fund ......................................................................................................... 24
Section 3.05 . Nonpresentment of Certificates ........................................................................... 25
Section 3.06 . Moneys to be Held in Trust ................................................................................. 25
Section 3.07. Repayment to the City from the Trustee .............................................................. 26
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4 .0 I . Redemption of 1998 Certificates in Whole Upon an Event of
Nonappropriation or Event of Default under the Lease ....................................... 26
Section 4 .02 . Redemption of 1998 Certificates in Whole Upon Payment of Purchase
Option Price from Moneys Other than Moneys Derived From a Financing ....... 27
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Section 4 .03. Redempt ion o f 1998 Cenificates in Whole Upon Payment of Purchase
Opt ion Pric e from Moneys Deri ved From a Financing ....................................... 27
Sec tion ~.04. Mandato ry Sinking Fund Redemption ................................................................. 27
Section 4 .0 5. Notice of Redemption .......................................................................................... 28
Section 4 .06 . Redemption Payments ......................................................................................... 28
Section 4 .07 . Cancellation ......................................................................................................... 29
Section 4 .08 . Del iv ery of New Cenificates Upon Partial Redemption ofCenificates .............. 29
Section 4 .09 . Limitations on Optional Redemption .................................................................. 29
ARTICLE V
INVESTMENTS
Section 5 .0 1. In vestment of~oneys .......................................................................................... 29
Se ction 5 .0 2. Tax Certification .................................................................................................. 30
ARTICLE VI
CO VENANTS OF THE CORPORATION
Sec tion 6 .01. Representations , Co venants and Warranties Regarding Execution,
Delivery and Performance of Indenture ............................................................... 30
Section 6 .02. Maintenance of Existence; Performance of Obligations ..................................... 31
Section 6 .0 3. Tax Covenant ....................................................................................................... 31
Section 6 .04 . Title Insurance ..................................................................................................... 31
Section 6 .05 . Sale or Encumbrance of Leased Propeny ............................................................ 32
Section 6 .06 . Rights of Trustee under Lease ............................................................................. 32
Sec tio n 6 .07 . Limited Activity Enterprise ................................................................................. 32
Sec tion 6 .08 . De fense of Trust Estate ........................................................................................ 32
Sec tion 6 .09 . Inspection of the Leased Propeny ........................................................................ 32
ARTICLE Vll
DEF AU L TS AND REMEDlES
Sec tion 7 .0 1. Events of Default ................................................................................................. 33
Sec tion 7.02 . Remedi es on Default.. .......................................................................................... 33
Sec tio n 7 .03 . Majority of Owners May Control Proceedings .................................................... 34
Section 7.04. Rights and Remedies of Owners .......................................................................... 34
Section 7 .05. Purchase of Leased Propeny by Owner or Trustee; Application of
Cenificates Toward Purchase Price ..................................................................... 34
Section 7 .06 . Waiver o f Appraisement, Valuation, Stay, Execution and Redemption
Laws ..................................................................................................................... 35
Section 7.0 7. Trustee May Enforce Rights Without Certificates ............................................... 35
Section 7 .08 . Trustee to File Proofs of Claim in Receivership, Etc .......................................... 35
Section 7.09 . Delay or Omission No Waiver ............................................................................. 35
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Section 7.10 . No Waiver of One Event of Default to Affect Another. ...................................... 36
Sect ion 7.11 . Discontinuance of Proceedings on Event of Default; Position of Parties
Restored ............................................................................................................... 36
Section 7.12 . Wai vers of Events of Default ............................................................................... 36
ARTICLE VUI
CONCERNING THE TRUSTEE
Section 8 .0 1. Representations, Covenants and Warranties Regarding Execution,
Delivery and Performance of Indenture ............................................................... 36
Section 8 .02. Duties of the Trustee ............................................................................................ 37
Section 8.03 . Additional Duties of the Trustee with Respect to the 1998 Surety Bond ............ 39
Section 8 .04 . Compensation of Trustee ..................................................................................... 41
Section 8 .0 5 . Resignation or Replacement of Trustee ............................................................... 41
Section 8.06 . Conversion, Consolidation or Merger of Trustee ................................................ 42
Sect ion 8 .07 . Intervention by Trustee ........................................................................................ 42
Section 9 0 1
Section 9 .02 .
Section 9 .03.
Section 9 .04 .
Section 9.05 .
Sect ion 9.06 .
ARTICLE IX
SUPPLEMENT AL INDENTURES
Supplemental Indentures Not Requiring Consent of Owners .............................. 42
Supplemental Indentures Requiring Consent of Owners ..................................... 43
Execution of Supplemental Indenture .................................................................. 44
Amendments, etc ., of the Lease, Agreement to Construct and Project
Documents Not Requiring Consent of Owners ................................................... 44
Amendments, etc., of the Lease Requiring Consent of Owners .......................... 45
Notices to Rating Agencies and 1998 Cenificate Insurer .................................... 45
ARTICLE X
MISCELLANEOUS
Sec ti on 10.01 . Discharge oflndenture ......................................................................................... 45
Sect ion I 0.02. Funher Assurances and Corrective Instruments .................................................. 47
Section 10 .03. Financial Obligations of Corporation Limited to Trust Estate ............................ 47
Sec ti on I 0.04 . 1998 Cenificate Insurer Consent ......................................................................... 47
Section I 0.05 . Evidence of Signature of Owners and Ownership of Certificates ....................... 47
Sect ion I 0 .06 . Parties Interested Herein ...................................................................................... 48
Se ction I 0.07 . Corporation and Trustee Representatives ............................................................ 48
Section I 0 .08 . Titles, Headings , Etc ............................................................................................ 48
Section I 0 .09 . Manner of Giving Notices ................................................................................... 48
Sc:ction 10 .10 . No Individual Liability ........................................................................................ 49
Section I 0 .11 . Events Occurring on Days that arc not Business Days ........................................ 49
Section I 0 .12 . Sevcrability .......................................................................................................... 49
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Section l O .13 . Captions ............................................................................................................... 49
Section 10.14 . Applicable Law .................................................................................................... 49
Section l 0.15. Execution in Counterparts .................................................................................... 49
APPENDIX A-FORM OF SERIES 1998 CERTIFICATE .................................................................. A·l
APPENDIX 8-DESCRIPTION OF THE LAND ................................................................................ B-1
APPENDIX C-FORM OF PROJECT ACCOUNT REQUISmON ................................................... C-1
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This Mortgage and indenture of Trust (this "indenture") is dated as of December l, 1998,
and 1s entered into by and between the Englewood Envirorunental Foundation, Inc., a nonprofit
corporation duly organized and validly existing under the laws of the State of Colorado, as grantor
(the "Corporation"), and The Bank of Cherry Creek, N .A., a national banking association duly
organized and validly existing under the laws of the United States of America, as trustee (the
··Trustee").
WIT N ES S ETH:
WHEREAS, the Corporation (a) is a nonprofit corporation that is duly organized, validly
existing and in good standing under the laws of the State of Colorado (the "State"), (b) is duly
qualified to do business in the State and (c) is authorized, under its articles of incorporation and
bylaws. action of its board of directors and applicable law, to own and manage its properties, to
conduct its affairs in the State, to grant the Trust Estate (defined herein) to the Trustee and to
execute, deliver and perform its obligations under this Indenture; and
\VHEREAS , the Trustee (a) is a national banking association that is duly organized, validly
existing and in good standing under the laws of the United States of America, (b) is duly qualified
to do business in the State and (c) is authorized, under its articles of association, action of its board
of directors and applicable law , to own and manage its properties, to conduct its affairs in the
State . to accept the grant of the Trust Estate (defined herein) from the Corporation hereunder and
to execute, deliver and perform its obligations under this Indenture; and
WHEREAS , the Corporation, as lessor, and the City of Englewood, Colorado (the "City")
as lessee . have entered into a Lease Purchase Agreement dated the date hereof (the "Lease")
pursuant to which the Corporation has leased certain property ( as defined herein, the "l 998 Leased
Property") to the City and the City has agreed to pay Base Rentals and Additional Rentals (as
defined in the Lease ). subJect , in each case, to the terms of the Lease; and
'wliEREAS , the Corporation and the City have entered into an Agreement to Construct
Improvements and Install Equipment dated the date hereof (the "Agreement to Construct")
pursuant to which the City has agreed to construct certain improvements and install certain
equipment on the Land (defined in the Lease) and the Corporation has agreed to pay to the City a
Fixed Price (defined in the Agreement to Construct); and
WHEREAS , in order to finance the 1998 Civic Center Project (defined herein) and the
Redevelopment 'ndertaking (defined herein) the Trustee shall authenticate and deliver
"Certi fi cat es o f Participation (Civic Center Project), Series 1998" (the "1998 Certificates"); and
'wliEREAS , the Certificates shall evidence undivided interests in the right to receive Lease
Revenues (defined herein), shall be payable solely from the Trust Estate (defined herein) and no
provision of the Certificates. this Indenture, the Lease or the Agreement to Construct shall be
construed or interpreted (i) to directly or indirectly obligate the City to make any payment in any
Fiscal Year (defined herein) in excess of amounts appropriated for such Fiscal Year; (ii) as
creating a debt or multiple fiscal year direct or indirect debt or other financial obligation
what soe,..er of the City within the meaning of Article XI, Section 6 or Article X, Section 20 of the
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Colorado Constitution or any other constitutional or statutory limitation or provision ; or (iii ) as a
delegation of governmental powers by the C ity ; and
WHEREAS, the 1998 Cenificates and any Additional Cenificates issued pursuant hereto
(as defined herein ) (collectively. the "Cenificates") shall be special, limited obligations payable
solely from the Trust Estate (defined herein) on the terms provided herein; and
WHEREAS , the Trustee has entered into this Indenture for and on behalf of the Owners
(defined herein), and will , except as otherwise specifically provided herein, hold its rights
hereunder, including its rights with respect to the Trust Estate, for the equal and proponionate
benefit of the Owners, and will disburse moneys received by it in accordance with this Indenture;
and
WHEREAS , all things necessary to make the Cenificates, when executed, delivered and
authenticated by the Trustee and as in this Indenture provided, legal , valid and binding obligations
enforceable against the Corporation and the Trustee in accordance with terms thereof, and to
constitute this Indenture a legal. valid and binding instrument for the security of the Cenificates in
accordance w ith the terms hereof, have been done and performed ;
OW , THEREFORE, for and in consideration of the mutual covenants and the
representations, covenants and warranties herein contained, the parties hereto agree as follows :
NOW, THEREFORE , THIS MORTGAGE AND INDENTURE OF TRUST
WIT~ESSETH :
That the Corporation, in consideration of the premises and the mutual covenants herein
contained and for the benefit of the Owners and the sum of One Dollar to it duly paid by the
Trustee at or before the execution of these presents, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, in order to secure the payment of the principal of,
premium, if an y, and interest on all Cenificates at any time Outstanding under this Indenture,
according to their tenor and effect, and to secure the performance and observance of all the
covenants and conditions in the Cenificates and herein contained, and to declare the terms and
condiuons upon and subject to which the Cenificates are issued and secured, has executed and
·deli vered this Indenture and has granted, bargained, sold, warranted, mongaged, alienated,
remised, released, conveyed, assigned, pledged, set over and confirmed, and by these presents
does grant , bargain, sell , warrant, mongage, alien , remise, release , convey, assign , pledge, set over
and confirm unto the Trustee and to its successors and assigns forever, all and singular the
following described propeny, franchises and income, including any title therein acquired after
these presents :
(a) The Leased Property (as defined herein) and the tenements, hereditaments,
appunenances, rights, privileges and immunities thereto belonging or appertaining, subject
to the terms of the Lease (defined herein) including, but not limited to, the tcnns of the
Lease permitting the existence of Permitted Encumbrances (as defined in the Lease);
(b ) All rights , title and interest of the Corporation in, to and under the Lease,
other than the rights , title and interest of the Corporation with respect to certain payments
or reimbursement to the Corporation thereunder for its cosu, fees and expenses;
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(c} All Base Re ntals and Additional Rentals (defined in the Lease);
(d ) The Purchase Option Price (defined in the Lease), if paid;
(e) All right, title and interest of the Corporation in, to and under the
Agreement to Construct Improvements and Install Equipment dated as of the date hereof
between the Corporation and the City , and all other Project Contracts, which , immediately
upon execution and deli very shall automatically be included in the Trust Estate; and
(t) All money and securities from time to time held by the Trustee under this
Ind enture in the Debt Service Fund, the Reserve Fund and the Project Account and any and
all other real or personal property of every name and nature from time to time hereafter by
deli ve ry or by writing of an y kind specially mongaged, pledged or hypothecated, as and
for additional security hereunder, by the Corporation, or by anyone on its behalf, in fa vor
of th e Trustee , which is hereby authorized to receive any and all such propeny at any and
all times and to hold and appl y the same subject to the terms hereof;
SL13JECT, HOWEVER to the Corporation 's retention of its rights to payment of its
expenses and indemnification under the Lease and the rights of third panics to Additional Rentals
pa ya ble to them under the Lease ;
TO HA VE AND TO HOLD the same with all privileges and appunenances hereby
con veyed and assigned , or agreed or intended to be, to the Trustee and its successors in said trust
and assigns fore ver;
TN TR UST. 1'.'"EVERTHELESS , upon the terms herein set forth for the equal and
proponionate benefit , security and protection of all Owners, without privilege, priority or
distinction as to the lien or otherwise of any of the Certificates over any other of the Certificates,
except as otherwise pro v ided herein ;
PRO VIDED , HOWE V ER, that if the principal of the Cenificates and the premium, if any,
and the interest due or to become due thereon, shall be paid at the times and in the manner
mentioned in the Ceni ficates , according to the true intent and meaning thereof, and if there are
pa id to th e Trustee all sums of money due or to become due to the Trustee in accordance with the
term s and prov isi ons hereo f, then , upon such final payments, this Indenture and the rights hereby
granted shall cease, determine and be void ; otherwise this Indenture is to be and remain in full
force and effect.
THIS rNDE NTURE FURTHER WITNESSETH and it is expressly declared, that all
Cen ificates issued and secured hereunder are to be executed, authenticated and delivered and all
sai d propert y, rights, interests , re venues and receipts hereby pledged, assigned and mongaged are
to be dealt with and d isposed of under, upon and subject to the terms, conditions, stipulations,
co ve nant s, ag reements , tru sts, uses and purposes as hereinafter expressed, and the Corporation has
agreed and covenanted , and does hereby agree and covenant, with the Trustee for the benefit of the
Owners , as follo ws :
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ARTICLE I
DEFINITIONS
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The following capitalized terms shall have the following meanings in this Indenture:
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.. Additional Certificates" means any Cenificates issued after the issuance of the 1998
Certificates pursuant to Section 2.10 hereof.
·'Additional Rentals" is defined in the Lease.
"Base Rentals" is defined in the Lease .
.. Business Day " means any day other than a Saturday, a Sunday or a day on which banks in
New York, New York or Denver, Colorado arc authorized by law to remain closed .
'"Certificate Counser' means (a) as of the date of issuance of the 1998 Certificates,
Kutak Rock , and (b) as of any other date, Kutak Rock or such other attorneys selected by the
Corporation with nationally recognized expertise in the issuance of municipal Certificates .
.. Cercifica1es" means the 1998 Certificates and any Additional Certificates.
"Ciry" means City of Englewood or any successor thereto .
"Ciry Representalive" is defined in the Lease .
.. Code" means the Internal Revenue Code of 1986, as amended, and regulations
thereunder .
.. Completion Da1e" means, with respect to each Project, the date of completion of such
Project, as evidenced by the certificate delivered pursuant to Section 3.03 of the Agreement to
Construct.
.. Construccion Fund" means the special fund created by Section 3 .03 hereof.
··Corpora11on" means Englewood Environmental Foundation, Inc . or any successor
thereto .
.. Corpo rat ion Represen1a1i,,e" is defined in the Lease .
.. Cos1s" or .. Costs of 1he Project" means, with respect to each Project and the Certificates
issued to finance such Project, all costs and expenses to be incurred, and the rcimbunemcnt to the
City and the Corporation for all costs and expenses heretofore incurred by the City and the .
Corporation, prior to the Completion Date (except as otherwise provided below), including,
without limitation:
(a) obligations incurred or assumed for labor, materials and equipment in
connection with the Project ;
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(b) the cost of performance and payment bonds and of ins:irance of all kinds
(including, without limitation, title and liability insurance) that may be necessary or
appropriate in connection with the Project;
(c) the costs of engineering , architectural and other professional and technical
services. including obligations incurred or assumed for preliminary design and
development work , test borings . surveys , estimates, plans and specifications in connection
with the Project;
(d) administrative costs related to the Project incurred prior to the related
Completion Date, including supervision of the construction, acquisition, renovation and
installation as well as the performance of all of the other duties required by or consequent
upon the Project, including, without limitation, costs of preparing and securing all Project
Documents, architectural, engineering and other professional and technical fees, legal fees
and expenses. appraisal fees , independent inspection fees, auditing fees and advertising
expenses in connection with the Project;
(e) all costs which shall be required to be paid under the terms of any Project
Contract ;
(f) all costs which are considered to be a part of the costs of the Project in
accordance with generally accepted accounting principles;
(g) interest on the Cenificates issued to finance the Project through the related
Completion Dates, to the extent the moneys in the Debt Service Fund are not sufficient to
pay such interest ;
(h) payments to the Reserve Fund or any account thereof to establish or
maintain the Reserve Fund Requirement;
(i) the actual costs incurred in acquiring any propeny, performing demolition,
site preparation and infill, or making any improvements for which moneys are transferred
pursuant to Section 3.03(b) hereof; and
(i) any and all other costs necessary to effect the Project or to acquire or
improve any Leased Propeny to the extent the same are permitted by the laws of the State
and will not adversely affect the exclusion from gross income for federal income tax
purposes of interest on the Cenificates .
.. Costs of Issuance'" means administrative costs of issuance of any Cenificates, including
the 1011ial compensation and expenses of the Trustee prior to the Completion Date, any fees and
expenses of any underwriter or financial advisor provides the servicer in connection with the
issuance of any C eni ficates, any fees or expenses of the Corporation prior to the Completion Date,
legal fees and expenses , costs incurred in obtaining ratings from rating agencies, Certificate
insurance premiums, costs of immediately available funds, costs of publication, printing and
engraving, accountants' fees and recording and filing fees .
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··Costs of Issuance Account" means the account of the Construction Fund created by and
designated as such in Section 3 .03(a) hereof.
.. Debt Service Fund" means the special fund created by Section 3 .01 hereof.
"Defeasance Securities·· means Permitted lnvesunents which are (a) cash that is insured at
all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations
described in clause (b) of this definition; or (b) certificates or interest-bearing notes or obligations
of the United States, or those for which the full faith and credit of the United States arc pledged for
the payment of principal and interest.
'·Event of Default" means (a) when used with respect to the Lease, an event described in
Section 12.01 thereof and (b) when used with respect to this Indenture, an event described in
Section 7.01 hereof.
··£vent of No11appropriation" means, when used with respect to the Lease , an event
described in Section 6 .04(b) of the Lease.
··Fiscal Year" means the City's fiscal year, which begins on January l of each year and
ends on December 31 of the following year .
··J11denture" means this Mongage and Indenture of Trust and any amendment or
supplement hereto.
'"l11depe11dent Counsef' means an attorney duly admitted to the practice of law before the
highest coun in the State and who is not an employee of the Corporation, the City or the Trustee.
"l11itial Purchaser" means (a) with respect to the 1998 Certificates, George K. Baum and
Company , and (b) with respect to any Additional Certificates, the purchasers designated as such in
an y Supplemental Indenture .
.. Interest Payment Date" means June l and December l of each year, (a) beginning on
June I , 1999 with respect to the 1998 Certificates and (b) beginning on the June I or December l
specified in the Supplemental Indenture entered into in connection with such Certificates with
respect to any Additional Cenificates.
··Lease" means the Lease Purchase Agreement dated as of the date hereof between the
Corporation and the City and any amendment or supplement thereto .
'·Lease Revenues" means (a) the Base Rentals; (b) the Purchase Option Price, if paid; (c)
any 1 et Proceeds ; (d) any ponion of the proceeds of any Certificates deposited with or by the
Trustee in the Debt Service Fund to pay accrued or capitalized interest on the Certificates; (e) any
earnings on moneys on deposit in the Debt Service Fund; (f) all other revenues derived from the
Lease, excluding Additional Rentals (other than Reserve Fund payments made to the Trustee
pursuant to Section 3 .02(c) hereof); and (g) any other moneys to which the Trustee may be entitled
for the benefit of the Owners.
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··Leased Property" means the 1998 Leased Property and any other property that may be
defined as part of the Leased Property by any Supplemental Indenture .
"Moody's" means Moody 's Investor Service and its successors and assigns.
"Net Proceeds," when used with respect to the 1998 Leased Property, has the meaning set
fonh in the Lease.
"1998 Certificate Insurance Policy" means one or more policies of insurance issued by the
1998 Certificate Insurer insuring the timely payment of the principal of and interest on the 1998
Cenificates without regard to acceleration or advancement of maturity or redemption prior to
maturity, other than mandatory sinking fund redemption, if any .
"1998 Certificate Insurer" means MBIA Insurance Corporation and its successors and
assigns .
·· I 99 8 Certificates" means the Certificates authorized by Section 2.03 hereof.
•· I 99 8 Ci vic Center Project" means the construction of the 1998 Improvements and the
acquisition and installation of the 1998 Equipment pursuant to the Lease .
"J 998 Equipment" means the equipment and other personal property described in the 1998
Plans and Specification, as such equipment and other personal property is modified pursuant to the
Lease , and less any equipment or other personal property released from the Lease.
"J 998 Financial Guaranty Agreement" means the Financial Guaranty Agreement between
the District and the 1998 Certificate Insurer dated as of December I, 1998 .
"J 998 land" means the Land described in Appendix A hereto, which is the same land that
as leased by the Corporation to the City pursuant to the Lease .
"J 998 Improvements" means the buildings, site improvements and other real property
described in the 1998 Plans and Specifications, as such buildings, site improvements and other
real property are modified pursuant to the Lease .
"I 998 Leased Property" means the 1998 Land, the 1998 Improvements and the 1998
Equipment.
"1998 Plans and Specifications" means the plans and specifications for the 1998 Civic
Center Project, a description of which is attached as an exhibit to the Lease, as such plans and
specifications are modified pursuant to the Lease .
.. J 99 8 Surety Bond" means the surety bond issued by the 1998 Certificate Insurer
guaranteeing cenain payments from the Reserve Fund with respect to the 1998 Certificates .
"Opera11ons Center" means the operations center of the Trustee in Denver, Colorado .
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··Opinion of Counsef' means a written opinion of legal counsel, who may be counsel to the
Trustee or the Corporation .
.. Outstanding" means all Cenificates which have been executed and delivered, except:
(a) Cenificates canceled or which shall have been surrendered to the Trustee
for cancellation;
(b) Cenificates in lieu of which other Cenificates have been executed under
Section 2.07 or 2 .08 hereof;
(c ) Ccnificates which have been redeemed as provided in Article IV hereof
(i ncluding Cenificates redeemed on payment of an amount less than the outstanding
pnncipal thereof and accrued interest thereon to the redemption date as provided in Section
4 .0 I hereof);
(d) Cenificates which are due and for which the Trustee holds funds for the
benefit of the Owner thereof pursuant to Section 3 .06 hereof; and
(e) Ccnificatcs which are otherwise deemed discharged pursuant to Section
10 .01 hereof.
.. Owner·· of a Ccnificate means the registered owner of any Cenificatc as shown in the
registration records of the Trustee .
.. Person" means any natural person, firm, corporation, partnership, limited liability
company, state, political subdivision of any state, other public body or other organization or
assoc iation .
.. Permiued Encumbrances," when used with respect to the 1998 Leased Property, has the
meaning set fonh in the Lease .
.. Permiued Investments" means any security or other obligation that is a legal investment
for funds of the City under State law and is included on the following list :
I.
2.
Direct obligations of the United States of America (including obligations issued or
held in book-entry form on the books of the Department of the Treasury), or
obligations the principal of and interest on which arc unconditionally guaranteed by
the United States of America.
Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following federal agencies and provided such obligations are backed by
the full faith and credit of the United States of America (stripped securities arc only
permitted if they have been stripped by the agency itself):
a. Fannm Home Admjnjm,gjon (FmHA)
Ccnificatcs of beneficial ownership
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Federal Housioi :\dmjnjstratjon Debentures (FHA)
General Servjces :\dmjnjstratjon
Participation certificates
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Government Natjonal Mortiaie Assocjatjon (GNMA or "Ginnie Mae")
GNMA -guaranteed mortgage-backed bonds
GNMA -guaranteed pass-through obligations (panicipation
certificates) (not acceptable for certain cash-flow sensitive issues).
u s Maritime Administration
Guaranteed Title XI financing
tJ s Department ofHousioi and Urban Development (HUD)
Project '.'lotes
Local Authority Bonds
3. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following non-full faith and credit U .S. government agencies (stripped
securities are only permined if they have been stripped by the agency itself):
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f.
Federal Home Loan Bank System
Senior debt obligations (Consolidated debt obligations)
Federal Home Loan Mort11a11e Coeporation (FHLMC or "Freddie Mac")
Panicipation Certificates (Mortgage-backed securities)
Senior debt obligations
Federal National Mort111ie Assocjatjon (FNMA or "Fannie Mae")
Mortgage-backed securities and senior debt obligations (excluded
are stripped mortgage securities which are valued greater than par on
the portion of unpaid principal).
SJudent Loan Marketio11 Assocjatjon (SLMA or "Sallie Mae")
Senior debt obligations
ResoJutjon Fundjn11 Coep. (REFCORP) Only the interest component of
REFCORP strips which have been stripped by request to the Federal
Reserve Bank of New York in book entry form are acceptable.
Fann Credit Sysu:ro
Consolidated systemwide bonds arc notes
Money market funds registered under the Federal Investment Company Act of
1940, whose shares are registered under the Federal Securities Act of 1933, and
having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody's
rated Aaa, Aal or Aa2 .
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5. Cenificates of deposit secured at all times by collateral described in(!) and/or (2)
above . CD's must have a one year or less maturity. Such cenificates must be
issued by commercial banks, savings and loan associations or mutual savings banks
whose shon term obligation are rated "A-I+" or better by S&P and "Prime-I" by
Moody 's .
6 .
The collateral must be held by a third party and the bondholders must have a
perfected first security interest in the collateral .
Cenificates of deposit, savings accounts, deposit accounts or money market
deposits which are fully insured by FDIC, including BlF and SAIF .
7. Investment Agreements, including GIC's, acceptable to the 1998 Certificate Insurer
(Investment Agreement criteria is available upon request).
8. Commercial paper rated "Prime-I " by Moody 's and "A-1" or better by S&P .
9 . Bonds or notes issued by any state or municipality which are rated by Moody 's and
S&P in one of the two highest long-term rating categories assigned by such
agencies.
10 . Federal funds or bankers acceptances with a maximum term of one year of any
bank which has an unsecured, uninsured and unguarantccd obligation rating of
"Prime-I'' or A3" or better by Moody's and "A-I+" by S&P.
I I . Repurchase agreements that provide for the transfer of securities from a dealer bank
or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the
transfer of such from a municipal entity to the dealer bank or securities firm with an
agreement that the dealer bank or securities firm will repay the cash plus a yield to
the municipal entity in exchange for the securities at a specified date. Such
Repurchase agreements must satisfy the following criteria:
a. Repos must be between the munjcjpal entity and a dealer bank or
sg;uritics finn
b .
( 1) Primacy dealers on the Federal Reserve reporting dealer list which
fall under the jurisdiction of the SIPC and which are rated "A" or
better by S&P and Moody's, or
(2) Baok.5 rated "A" or above by S&P and Moody's.
The written n::po coptract must include the foHowio&:
< 1) Sc;curities which are acceptable for tr;msfer are :
(a) Direct U.S . Governments
(b) Federal agencies backed by the full faith and craiit of the
U.S . govenunent (and FNMA & FHLMC)
(2) The teem of the n::po may he up to 30 days
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(3) The collateral must be delivered to the municipal entity, trustee (if
trustee is not supplying the collateral) or third party acting as agent
for the trustee (if the trustee is supplying the collateral)
before/simultaneous with payment (perfection by possession of
certified securities).
( 4) The trustee has a perfected first priority security interest in the
collateral.
(S) Collateral is free and clear of third-party liens and in the case of
SIPC broker was not acquired pursuant to a repo or reverse repo.
(6) Failure to maintain the requisite collateral percentage, after a two
day restoration period, will require the trustee to liquidate collateral.
(7) Valuation of Collateral
(a) The securities must be valued weekly marked-to-market at
current market price '2,lys accrued interest
(b) The value of collateral must be equal to l 04% of the amount
of cash transferred by the municipal entity to the dealer bank
or security firm under the repo plus accrued interest. If the
value of securities held as collateral slips below 104% of the
value of the cash transferred by municipality, then additional
cash and/or acceptable securities must be transferred. If,
however, the securities used as collateral are FNMA or
FHLMC, then the value of collateral must equal 105%.
Leia! opinion which must be delivcced to the municipal entity :
Repo meets guidelines under state law for legal investment of public
funds .
12 . Pre-refunded municipal bonds rated ''Aaa" by Moody's and ''AAA" by S&P. If,
however, the issue is only rated by S&P (i .e ., there is no Moody's rating), then the
pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U .S .
guaranteed obligations, or AA!\ rated pre-refunded municipals to satisfy this
condition .
''Project" means the 1998 Civic Center Project and any other project that may be defined
as a Project by any Supplemental Indenture .
"Project Account" means the account of the Construction Fund created by and designated
as such in Section 3.03(a) hereof.
"Pro1ect Contract" means, with respect to each Project, contracts for services or materials
for the construction. acquisition or installation of the Project, including, but not limited to,
contracts for construction, engineering and architectural services.
"Project Documents" means, with respect to each Project, the following: (a) plans,
drawings and specifications for the Project, including change orders, if any; (b) any necessary
permits for the Project, including any building permits and certificates of occupancy; (c) the
Project Contracts; (d) policies of title , casualty, public liability, property and workers'
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compensation insurance, or certificates thereof with respect to the Project; (e) performance and
payment Certificates with respect to the Project; and (t) any and all other documents executed by
or furnished to the Corporation in connection with the Project.
"Purchase Option Price"' is defined in the Lease .
"Qualified Surety Bond'' means a surety bond issued by an insurance company rated in the
highest rating category by S&P and Moody's and approved by the 1998 Certificate Insurer.
"Rebate Fund" means the special fund created by Section 3.04 hereof.
"Record Date" means, with respect to each Interest Payment Date, the fifteenth day of the
month immediately preceding the month (whether or not a Business Day) in which the Interest
Payment Date occurs.
"Redl!velopment Account" means the account of the Construction Fund created by and
designated as such in Section 3.03(a) hereof.
"Redevelopment Expenses" means all costs and expenses to be incurred, and the
reimbursement to the City for all costs and expenses heretofore incurred by the City, for purposes
of constructing , acquiring , and installing the Redevelopment Undertaking, including, without
limitation :
(a) obligations incurred or assumed for labor, materials and equipment in
connection with the Redevelopment Undertaking;
{b) the cost of performance and payment bonds and of insurance of all kinds
(including, without limitation, title and liability insurance) that may be necessary or
appropriate in connection with the Redevelopment Undertaking;
(c) the costs of engineering, architectural and other professional and technical
services , including obligations incurred or assumed for preliminary design and
development work, test borings, surveys, estimates, plans and specifications in connection
wnh the Redevelopment Undertaking ;
(d) all costs which shall be required to be paid under the terms of any
Redevelopment Undertaking Contract ;
(e) all costs which are considered to be a part of the costs of the
Redevelopment Undertaking in accordance with generally accepted accounting principles;
(t) the actual costs incurred in acquiring any property, performing demolition,
site preparation and infill, or making any improvements for which moneys are transferred
pursuant to Section 3 .0J(b) hereof; and
(g) any and all other costs necessary to effect the Redevelopment Undertaking
to the extent the same are permitted by the laws of the State and will not adversely affect
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the exclusion from gross income for federal income tax purposes of interest on the
Certificates
.. Redevelopmen1 Undenaking" is defined in the Lease .
"Reserve Fund" means the special fund created by Section 3.02 hereof.
"Reserve Fund Requiremenl'' means (a) for the 1998 Certificates, an amount equal to
S and (b) for any series of Additional Certificates for which a deposit to the Reserve
Fund is required, the least of (i) 10% of the stated principal amount of such Additional
Certificates. (ii) the maximum debt service due on such Additional Cenificates in any Fiscal Year
and (iii) 125% of the average Fiscal Year debt service due on such Additional Certificates.
"Requiremem of law" means any federal, state or local statute, ordinance, rule or
regulation. any judicial or administrative order (whether or not on consent), request or judgment,
any common law doctrine or theory, any provision or condition of any permit required to be
obtained or maintained , or any other binding determination of any governmental authority relating
to the ownership or operation of property, including but not limited to any of the foregoing
relating to zoning. environmental , health or safety matters .
.. Special Record Da1e" means a special date fixed to determine the names and addresses of
Owners of Certificates for purposes of paying defaulted interest in accordance with Section 2 .02
hereof.
"State" means the State of Colorado .
.. Supplemental Indenture" means any indenture supplementing or amending this Indenture
that is adopted pursuant to Article XI hereof.
··s&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies. Inc ., and its successors and assigns .
"Trust £slate" means the property mortgaged, pledged and assigned to the Trustee
pursuant to the granting clauses hereof. The Trust Estate does not include the Rebate Fund or any
escrow accounts established pursuant to Section 10.01 hereof.
"Trus1ee'' means The Bank of Cherry Creek, N.A., acting in the capacity of trustee
pursuant hereto , and any successor thereto appointed hereunder .
.. T111S1ee Representative" is defined in the Lease .
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND ISSUANCE OF CERTIFICATES
Section 2.01. Authorized Amount of CertiOcatn. No Cenificates may be issued
hereunder except in accordance with this Anicle. The aggregate principal amount of Cenificates
that may be issued hereunder shall not be limited in amount .
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Section 2.02. Issuance of Certificates.
(a) The Certificates shall be issued. sold and delivered hereunder, for the
purpose of paying the Costs of the Project and the Redevelopment Expenses.
(b) The Certificates shall be issuable only as fully registered Certificates in the
denominations of 55 ,000 and any integral multiple thereof (provided that no Certificate
may be in a denomination which exceeds the principal coming due on any maturity date
and no individual Certificate may be issued for more than one maturity). The Certificates
shall be numbered in such manner as shall be determined by the Trustee .
(c) The principal of and premium, if any, on any Certificate shall be payable to
the Owner thereof as shown on the registration records of the Trustee upon maturity or
prior redemption thereof and upon presentation and surrender at the Operations Center of
the Trustee . Payment of interest on the Certificates shall be made by check or draft of the
Trustee mailed, on or before each Interest Payment Date, to the Owner thereof at his
address as it last appears on the registration records of the Trustee at the close of business
on the Record Date. Any such interest not so timely paid 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 such defaulted interest. Such Special Record Date shall be
fixed by the Trustee whenever moneys become available for payment of the defaulted
interest, and notice of the Special Record Date shall be given by the Trustee to the Owners
of the Certificates, not less than 10 days prior to the Special Record Date, by first-class
mail to each such Owner as shown on the Trustee's registration records on a date selected
by the Trustee , stating the date of the Special Record Date and the date fixed for the
payment of such defaulted interest. Alternative means of payment of interest may be used
if mutually agreed to in writing between the Owner of any Certificate and the Trustee.
Section 2.03. 1998 Certificate Details.
(a) The Certificates designated as the "Certificates of Participation (Civic
Center Project), Series 1998, evidencing undivided interests in the right to receive certain
revenues payable by the City of Englewood, Colorado under a Lease Purchase Agreement
dated as of December I , 1998" (the "1998 Certificates") shall be issued in the aggregate
principal amount of S:? 1,530,000. The 1998 Certificates shall be dated December 1, 1998,
shall mature on the dates and in the amounts set forth below and shall bear interest from
their original dated date to maturity at the rates per annum shown below, payable on each
Interest Payment Date ; except that 1998 Certificates which are reissued upon transfer,
exchange or other replacement shall bear interest at the rates per annum shown below from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
or if no interest has been paid, from the original dated date of the 1998 Certificates:
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Dates Maturing
(December I)
2001
2002
2003
2004
2005
2006
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2008
2009
2010
2011
2012
2013
2018
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$
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Interest Rate
(Per Annum)
%
(b) The 1998 Certificates 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 Trustee executing the same
(whose manual or facsimile signatures thereon shall constitute conclusive evidence of such
appro val). All covenants , statements, representations and agreements contained in the
1998 Certificates are hereby approved and adopted as the covenants, statements,
representations and agreements of the Trustee . Although attached as an appendix for the
convenience of the reader , Appendix A is an integral pan of this Indenture and is
incorporated herein as if set forth in full in the body of this Indenture.
(c) Notwithstanding any other provision hereof, the 1998 Certificates shall be
delivered only in book-entry form registered in the name of Cede & Co., as nominee of
The Depository Trust Company ("DTC"), New York, New York, acting as securities
depository of the 1998 Certificates and principal of, premium, if any and interest on the
1998 Certificates shall be paid by wire transfer to DTC ; provided, however, if at any time
the Trustee determines , and notifies the Corporation of its determination, that DTC is no
longer able to act as, or is no longer satisfactorily performing its duties as , securities
depository for the 1998 Certificates, the Trustee may , at its discretion, either (i) designate a
substitute securities depository for DTC and reregister the 1998 Certificates as directed by
such substitute securities depository or (ii} terminate the book-entry registration system
and reregister the 1998 Certificates in the names of the beneficial owners thereof provided
to it by DTC. Neither the Corporation nor the Trustee shall have any liability to DTC ,
Cede & Co ., any substitute securities depository, any Person in whose name the 1998
Certificates are reregistered at the direction of any substitute securities depository, any
beneficial owner of the 1998 Certificates or any other Person for (A) any determination
made by the Trustee pursuant to the proviso at the end of the immediately preceding
sentence or (8) any action taken to implement such determination and the procedures
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related thereto that is taken pursuant to an y direction of or in reliance on an y information
provided by DTC. Cede & Co., any substitute securities depository or any Person in whose
name the 1998 Certificates are reregistered .
Section 2.04. Limited Obligations . Each Certificate shall represent an undivided interest
in the right to receive Lease Revenues and shall be payable solely from the Trust Estate in
accordance with, and subject to the terms of this Indenture . No provision of the Certificates, this
Indenture, the Lease or the Agreement to Construct shall be construed or interpreted (a) to directly
or indirectl y obligate the City to make any payment in any Fiscal Year in excess of amounts
appropriated for such Fiscal Year; (b) as creating a debt or multiple fiscal year direct or indirect
debt or other financial obligation whatsoever of the City within the meaning of Anicle XI, Section
6 or Anicle X , Section 20 of the Colorado Constitution or any other constitutional or statutory
limitation or provision; or (c) as a delegation of governmental powers by the City.
Section 2.05. Execution and Authentication or Cerdflcates. The manual signature of a
d1Jl y authorized signatory of the Trustee shall appear on each Certificate. Any Certificate shall be
deemed to ha ve been executed by a dul y authorized signatory of the Trustee if signed by the
Trustee . but it shall not be necessary that the same signatory sign all of the Certificates issued
hereunder . If an y signatory of the Trustee whose signature appears on a Certificate shall cease to
be such official before delivery of the Certificates, such signature shall nevertheless be valid and
sufficient for all purposes, the same as ifhe or she had remained a duly authorized signatory of the
Trustee until delivery .
Section 2.06. Delivery or Certificates . upon the execution and delivery of this
Indenture. and, with respect to any Additional Certificates, the execution and delivery of any
Supplemental Indenture relating to such Additional Certificates, the Trustee shall execute and
deli ver such Certificates to the Initial Purchasers thereof, as hereinafter in this Section provided :
(a) Prior to the delivery by the Trustee of any of such Certificates, there shall
have been filed with the Trustee (i) an originally executed counterpan of this Indenture and
an y Supplemental Indenture relating to such Certificates, (ii) certified copies of any other
instruments to be executed and delivered by the Corporation in connection with such
Certificates, which, in the case of the 1998 Certificates, shall include, but not be limited to,
the Lease and (iii) the title insurance policy or comminnent required by Section 6 .04
hereo f.
(b ) There upon , the Trustee shall deliver such Certificates to the Initial
Purchasers thereof, upon payment to the Trustee of the agreed purchase price, which sum
sh a ll be applied as follo ws : (i ) accrued interest and capitalized interest on the Certificates
shall be deposited into the Debt Service Fund; (ii) the amount required to establish the
Reserve Fund Requirement for such Certificates shall be deposited into the Reserve Fund;
(i ii) the amount specified in a certificate of the Corporate Representative shall be deposited
into the Costs of Issuance Account ; and (iv ) the remainder shall be deposited into the
Project Account if the Completion Dates for all other Projects other than the Project
financed by such Certificates have occurred or, if any Completion Date for any such other
Project has not occurred , a separate subaccount of the Project Account from which shall be
applied solely to the payment of Costs of the Project for the Project financed with such
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Certificates; provided however, in the case of the 1998 Certificates $9,300 ,000 shall be
deposited to the Project Account and the remainder shall be deposited to the
Rede velopment Account.
Section 2.07. Mutilated, Lost, Stolen or Destroyed Certificates . In the event that any
Certificate is mutilated, lost, stolen or destroyed, a new Certificate may be executed on behalf of
the Trustee , of like date, maturity and denomination as that mutilated, lost, stolen or destroyed;
provided that the Trustee shall have received such evidence, information or indemnity from the
Owner of the Certificate as it and the Corporation may reasonably require, and provided further, in
case of any mutilated Certificate, that such mutilated Certificate shall first be surrendered to the
Trustee . In the event that any such Certificate shall have matured, instead of issuing a duplicate
Certificate. the Trustee may pay the same without surrender thereof. The Trustee may charge the
Owner of the Certificate with its reasonable fees and expenses in this coMection and require
payment of such fees and expenses as a condition precedent to the delivery of a new Certificate.
Section 2.08. Registration of Certificates; Persons Treated as Owners; Transfer and
Exchange of Certificates.
(a) Records for the registration and transfer of Certificates shall be kept by the
Trustee which is hereby appointed the registrar for the Certificates . The principal of,
interest on. and any prior redemption premium on any Certificate shall be payable only to
or upon the order of the Owner or his legal representative (except as otherwise herein
provided with respect to Record Dates and Special Record Dates for the payment of
interest ). Upon surrender for transfer of any Certificate at the Operations Center of the
Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the
Owner or his anomey duly authorized in writing, the Trustee shall enter such transfer on
the registration records and shall execute and deliver in the name of the transferee or
transferees a new fully registered Certificate or Certificates of a like aggregate principal
amount and of the same maturity, bearing a number or numbers not previously assigned .
(b) Fully registered Certificates may be exchanged at the Operations Center of
the Trustee for an equal aggregate principal amount of fully registered Certificates of the
same maturity of other authorized denominations. The Trustee shall execute and deliver
Certificates which the Owner making the exchange is entitled to receive, bearing numbers
not previously assigned .
(c) The Trustee may require the payment, by the Owner of any Certificate
requesting exchange or transfer, of any reasonable charges as well as any taxes, transfer
fees or other governmental charges required to be paid with respect to such exchange or
transfer .
(d ) The Trustee shall not be required to transfer or exchange (i) all or any
portion of any Certificate during the period begiMing at the opening of business 15 days
before the day of the mailing by the Trustee of notice calling any Certificates for prior
redemption and ending at the close of business on the day of such mailing, or (ii) all or any
portion of a Certificate after the mailing of notice calling such Certificate or uiy portion
thereof for prior redemption .
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(e) Except as otherwise herein provided with respect to Record Dates and
Special Record Dates for the payment of interest, the person in whose name any Certificate
shall be registered shall be deemed and regarded as the absolute owner thereof for all
purposes , and payment of or on account of the principal or interest on any Certificate shall
be made only to or upon the written order of the Owner thereof or his legal representative,
but such registration may be changed as herein provided. All such payments shall be valid
and effectual to satisfy and discharge such Certificate to the extent of the sum or sums
paid .
Section 2.09. Cancellation of Certificates. Whenever any Outstanding Certificates shall
be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment thereof or for
or after replacement pursuant to Section 2.07 or 2.08 hereof, such Certificates shall be promptly
cancelled by the Trustee .
Section 2.10. Issuance of Additional Certificates.
(a) So long as the Lease Term shall remain in effect and no Event of
Nonappropriation under the Lease, no Event of Default under the Lease and no Event of
Default hereunder shall have occurred, one or more issues of Additional Certificates may
be issued upon the terms and conditions provided in this Section. The maturity dates, for
such Additional Certificates shall be December I and the Interest Payment Dates for such
Additional Certificates shall be June I and December 1 of the years set forth in the
Supplemental Indenture relating to such Additional Certificates. Additional Certificates
may be issued to provide funds to pay any one or more of the following : (i} Costs of the
ProJects in excess of the amount available therefor in the Project Account pursuant to
Section 3.03 hereof; (ii} the costs of refunding all or any portion of the Outstanding
Certificates ; (iii) the costs of making at any time or from time to time such additions,
modifications and improvements for or to the Leased Property as the Corporation may
deem necessary or desirable; and (iv) costs of acquiring or improving any additional
property that will be leased by the Corporation to the City pursuant to a lease purchase
agreement similar to the Lease; provided that (A} no Additional Certificates shall be issued
without the written consent of the 1998 Certificate Insurer, except for Additional
Certificates issued for purposes described in (ii}, where such issuance results in a reduction
in the present value of the principal and interest payable on the Certificates and (B} no
Additional Certificates that bear interest at a variable rate shall be issued without the
written consent of the 1998 Certificate Insurer.
(b } Additional Certificates may be issued only in accordance with subsection
(a ) of this Section and only upon there being furnished to the Trustee :
02·1752 J OJ
(i) Originally executed counterparts of a Supplemental Indenture
expressly providing that, for all the purposes hereof, the Leased Property shall
include an y property being financed by the Additional Certificates, and that the
Certificates shall mean and include the Additional Certificates being issued as well
as any Certificates and Additional Certificates theretofore issued, except that the
series description of the Additional Certificates, the date or dates of the Additional
Certificates, the maturity dates and lnterest Payment Dates for the Additional
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Certificates, the rate or rates of interest on the Additional Certificates, and
provisions for the redemption thereof, if any , all may be as provided in the
Supplemental Indenture rather than as provided in this Indenture.
(ii) The addition to the Trust Estate of an assignment of the Lease
Revenues from or with respect to the property financed with the proceeds of such
Additional Certificates.
(iii) A written opinion of Certificate Counsel to the effect that the
issuance of the Additional Certificates and the execution thereof have been duly
authorized, that all conditions precedent to the delivery thereof have been fulfilled,
that the issuance of Additional Certificates will not adversely affect the exclusion
from gross income for federal income tax purposes of interest on any Certificates,
and that the issuance, sale and delivery of the Additional Certificates will not
constitute an Event of Default under this Indenture nor cause any violation of the
covenants or representations herein .
(iv) A commitment or other evidence that the amount of the title
insurance policy required by Section 6.04 hereof will be increased, if necessary , to
reflect the amount of the Additional Certificates and all other Outstanding
Certificates ( or such lesser amount as shall be the maximum insurable value of the
real property included in the Leased Property).
(v) Proceeds of such Additional Certificates or other legally available
funds of the Corporation for deposit into the appropriate account within the
Reserve Fund, or other substitution for the cash deposit as described in
Section 3.02(b) hereof, in an amount, if any , necessary to increase the amount on
deposit in the appropriate account within the Reserve Fund to the applicable
Reserve Fund Requirement .
(vi) A certificate from the Corporation Representative certifying that the
Lease Revenues are expected to be sufficient to pay the principal of, premium, if
any , and interest on the Additional Certificates and all other Outstanding
Certificates when due. ·
(vii) Evidence that (A) the Additional Certificates will be rated by
Mood y's, if Moody's then rates any Certificates, and S&P, if S&P then rates any
Certificates, at least as high as the highest rated Certificates then Outstanding (or, if
the Outstanding Certificates are insured, at least as high as the highest rating on the
Certificates then Outstanding without regard to such insurance) and (B) the
issuance of the Additional Certificates will not result in a withdrawal or reduction
of any rating on any other Outstanding Certificates; provided, however, that this
paragraph shall not apply to the issuance of Additional Certificates issued for the
purpose of completing the 1998 Civic Center Project .
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(v iii ) A written order to the Trustee by the Corporation to deliver the
Additional Cenificates to the purchaser or purchasers therein identified upon
payment to the Trustee of a specified sum plus accrued interest.
(c ) No Additional Cenificates, except for Additional Cenificates the proceeds
o f which are used to defease all the 1998 Cenificates and the issuance of which creates no
increase in maximum annual debt service, may be issued without the consent of the 1998
Cenificate Insurer.
(d) No Additional Cenificates, notes, cenificates, contracts or any other
obligations shall be issued by the Corporation unless no Event of Default shall have
occurred and be continuing with respect to the Outstanding Cenificates.
(e ) Each of the Additional Cenificates issued pursuant to this Section shall be
proponionately and ratabl y secured with the Cenificates originally issued and all other
issues of Additional Cenificates, if an y, issued pursuant to this Section , without
preference, priority or distinction of an y Cenificates or Additional Cenificates over any
other.
Section 2.11. Negotiability. Subject to the registration provisions hereof, the Cenificates
shall be full y negotiable and shall have all the qualities of negotiable paper, and the Owners
thereo f sh a ll possess all rights enjoyed by the holders or owners of negotiable instruments under
the pro visions of the Uniform Commercial Code-Investment Securities. The principal of and
interest on the Cenificates shall be paid , and the Cenificates shall be transferable, free from and
without regard to any equities, set-offs or cross-claims between or among the Corporation, the
Trustee and the original or any intennediate owner of any Cenificates .
ARTICLE Ill
FUNDS AND ACCOUNTS
Section 3.01. Debt Service Fund .
(a ) Creation of the Debt Service Fund . A special fund is hereby created and
established with the Trustee to be designated the "Englewood Cenificates of Participation
Debt Serv ice Fund" (the "Debt Service Fund").
(b) Payments into the Interest Account of the Debt Service Fund. There shall
be deposited into the Interest Account of the Debt Service Fund (i) all accrued interest and
cap italized interest recei ved at the time of the issuance of the Certificates; (ii) that ponion
o f each payment of Base Rentals made by the City which is designated and paid as the
interest component thereof under Exhibit D to the Lease; (iii) any portion of the Reserve
Fund to be deposited into the Interest Account of the Debt Service Fund, as provided in
Section 3 .02(d) hereof, provided that amounts transferred to the Debt Service Fund from a
panicular account of the Reserve Fund shall be applied only to the payment of the
corresponding series of Cenificates; (iv) any moneys transferred to the Interest Account of
the Debt Service Fund from the Project Account pursuant to Section 3.03(d) hereof; and
(v) all other moneys received by the Trustee under this Indenture accompanied by
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directions that such moneys are to be deposited into the Interest Account of the Debt
Service Fund .
(c) Payments into the Principal Account of the Debt Service Fund. There
shall be deposited into the Principal Account of the Debt Service Fund (i) that portion of
each payment of Base Rentals made by the City which is designated and paid as the
principal component thereof under Exhibit D to the Lease, as it may be amended; (ii) any
portion of the Reserve Fund to be deposited into the Principal Account of the Debt Service
Fund, as provided in Section 3.02(d) hereof, provided that amounts transferred to the Debt
Service Fund from a particular account of the Reserve Fund shall be applied only to the
payment of the corresponding series of Certificates; (iii) any moneys transferred to the
Principal Account of the Debt Service Fund from the Project Account pursuant to Section
3 .03(d) hereof; and (iv) all other moneys received by the Trustee under this Indenture
accompanied by directions that such moneys are to be deposited into the Principal Account
of the Debt Service Fund.
(d) Use of Moneys in the Debt Service Fund. Moneys in the Interest Account
of the Debt Service Fund shall be used solely for the payment of interest on the Certificates
and moneys in the Principal Account of the Debt Service Fund shall be used solely for the
payment of the principal of and premium, if any due on the Certificates; provided that (i) in
the event that there are any remaining moneys upon payment of the interest due on the
Certificates, such moneys may be used for the payment of principal of any premium, if
any, due on the Certificates ; (ii) moneys representing accrued interest received at the time
of the issuance of any series of Certificates shall be used solely to pay the first interest due
on such Certificates ; (iii) the Purchase Option Price and any other moneys transferred to
the Debt Service Fund with specific instructions that such moneys be used to pay the
redemption price of Certificates shall be used solely to pay the redemption price of
Certificates; (iv ) moneys transferred from any account of the Reserve Fund shall be used
solel y to pay the principal and interest due on the Certificates, the proceeds of which were
used to fund such account ; and (v) moneys transferred from the Project Account following
the Completion Date of a Project shall be used to pay the principal of the Certificates
issued to finance such Project; provided, further, that all moneys in the Debt Service Fund
shall be available to pay the redemption price of Certificates in connection with a
redemption of all the Certificates and to pay the principal of, premium, if any , and interest
o n any Certificates following an Event of Default or Event ofNonappropriation.
Section 3.02. Reserve Fund .
(a) Creation of tl,e Reserve Fund. A special fund is hereby created and
established with the Trustee to be designated the "Englewood Certificates of Participation
Reserve Fund" (the "Reserve Fund"). The Trustee shall establish an account within the
Reserve Fund for the 1998 Certificates and for each series of Additional Certificates.
(b ) Deposits into Reserve Fund . There shall be deposited into the appropriate
account of the Reserve Fund, (i) upon the issuance of each series of Certificates, an amount
sufficient to establish the Reserve Fund Requirement for such series of Certificates from
proceeds of such series of Certificates or other available moneys of the Corporation; (ii) all
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amounts paid by the City pursuant to subsection (e) of this Section; and (iii) all other
moneys delivered to the Trustee that are accompanied by instructions to deposit the same
into the Reserve Fund. Nothing in this Indenture shall be construed as limiting the right of
the Corporation to augment the Reserve Fund or any account thereof with any other
moneys which are legally available for payment of the principal of and interest on the
Certificates or, subject to Section 5.01 hereof, to substitute for the cash deposit required to
be maintained hereunder a letter of credit, Qualified Surety Bond, insurance policy,
agreement guaranteeing payment, or other undertaking by a financial institution to insure
that cash in the amount otherwise required to be maintained hereunder will be available as
needed .
(c) Use of Investment Earnings on Moneys in the Reserve Fund. Income
derived from the investment of moneys in any account of the Reserve Fund (i) shall be
retained in such account to the extent the amount therein is less than the Reserve Fund
Requirement therefor; (ii) shall be used as provided in subsection (d) of this Section to the
extent required thereunder; and (iii) to the extent not required to be used as provided in
clause (i) or (ii), may , at the option and direction of the Corporation be (A) transferred to
the Debt Service Fund to pay the principal of or interest on the corresponding series of
Certificates; (B) transferred to the Rebate Fund ; (C) used to pay fees and expenses of the
Trustee; (D) used to defease Certificates pursuant to Section IQ.QI hereof; or (E) used for
any combination of (A), (B), (C) or (D).
(d) Use of Moneys in the Reserve Fund. Moneys held in each account within
the Reserve Fund shall be applied to any of the following purposes; provided, however,
that each such purpose relates only to the series of Certificates for which a deposit to the
Reserve Fund was required pursuant to this Indenture or the Supplemental Indenture
relating to such Certificates and to no other series of Certificates :
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(i) To the payment of the principal of and interest on the Certificates
when due, to the extent of any deficiency in the Debt Service Fund for such
purpose;
(ii) At the option of the Trustee, upon the occurrence of an Event of
Nonappropriation or an Event of Default under the Lease or an Event of Default
hereunder, to the payment of any cost or expense necessary to preserve or protect
the Leased Property or the interest of the Trustee or the Owners therein, or
necessary to make any repairs or modifications to the Leased Property in
preparation for sale or other disposition thereof, as the Trustee may deem to be in
the best interests of the Owners;
(iii) Except to the extent applied pursuant to clause (ii) of this
subsection, upon the tennination of the Lease Tenn by reason of the occurrence of
an Event ofNonappropriation or an Event of Default thereunder, proponionately to
the redemption of the Cenificates then Outstanding and the payment of interest
thereon; or
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(iv) To the extent the amount therein exceeds the Reserve Fund
Requirement, at the option and direction of the Corporation, as provided in clause
(A), (8), (C), (D) or (E) of subsection (c) of this Section.
(e) Payments by the City. The City has agreed in the Lease that, if, for any
reason. the amount on deposit in any account of the Reserve Fund is less than the Reserve
Fund Requirement for the corresponding series of Certificates, the City shall pay to the
Trustee all amounts required to restore the amount on deposit in such account to the
Reserve Fund Requirement as follows: (i) if the deficiency is as a result of a quarterly
valuation of the Reserve Fund, the deficiency shall be restored in three equal monthly
installments prior to the next succeeding valuation date and (ii) if the deficiency occurs for
any other reason, the deficiency shall be restored in 12 equal monthly installments
commencing immediately following the determination that a deficiency exists.
Section 3.03. Construction Fund.
(a) Creation of the Construction Fund. A special fund is hereby created and
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established with the Trustee to be designated the "Englewood Certificates of Participation
Construction Fund" (the "Construction Fund'"), and, within such fund, the Costs of
Issuance Account, the Project Account , and the Redevelopment Account. The Trustee
may establish such additional accounts within the Construction Fund or such subaccounts
within any of the existing or any future accounts of the Construction Fund as may be
necessary or desirable.
(b) Deposits into the Construction Fund. Then: shall be deposited into the
Costs of Issuance Account proceeds of the sale of Certificates or other legally available
moneys in the amounts identified in a certificate of the Corporation Representative
delivered to the Trustee in connection with the issuance of such Certificates. The balance
of the proceeds of the sale of Certificates remaining after the deposit of accrued interest
and capitalized interest to the Debt Service Fund pursuant to Section 3.0l(b) hereof, to the
Reserve Fund pursuant to Section 3.02(b) hereof and to the Costs of Issuance Account
pursuant to the preceding sentence shall be deposited into the Project Account; provided
however with respect to the Series 1998 Certificates, the balance of proceeds shall be
deposited in accordance with Section 2.06(b) hereof. ·
(c) Use of Moneys in the Costs of Issuance Account. Moneys held in the
Costs of Issuance Account shall be used to pay Costs of Issuance as directed by the
Corporation . The Trustee shall, at the written direction of the Corporation Representative,
transfer to the Project Account any amounts held in the Costs of Issuance Account that are
not required to pay Costs of Issuance .
(d) Use of Mo11qs ill tire Project Account. So long as no Event of Default
shall have occurred hereunder or under the Lease, moneys held in the Project Account
shall be disbursed to the City under the Agreement to Construct to pay Costs of the Project
upon receipt of a requisition signed by the City Representative in substantially the form
attached hereto as Appendix C; provided, however, that no such disbursement shall be
made for the acquisition of any real estate included in or to be added to the Leased
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Property unless and until a title insurance policy in respect of such property, or a binding
commitment therefor, is provided to the Trustee as set forth in Section 6.04 hereof. If an
Event of Default shall have occurred hereunder or under the Lease, the Trustee, as it deems
appropriate in the best interests of the Owners, shall either disburse moneys held in the
Project Account as provided in the preceding sentence or apply such moneys as provided
in Article VII hereof. Upon the receipt by the Trustee of the certificate to be provided by
the Corporation as to the completion of each Project (referred to herein as the "Completion
Date" for such Project), the remaining proceeds of the Certificates issued to finance such
Project, and any earnings thereon, then held in the Project Account, minus any amount
estimated by the Corporation Representative to be necessary to pay Costs of the Project
relating to such Project, shall be transferred by the Trustee (i) to the Debt Service Fund or
(ii) at the direction of the Corporation, with the consent of the City, to the Corporation to
make improvements or additions to the Leased Property or for the acquisition of additional
property that will be leased to the City, or any combination thereof, as the Corporation may
determine and direct. All property acquired and all improvements made with any moneys
disbursed from the Project Account shall become a pan of the Leased Property .
(e) Use of Moneys in the Redevelopment Account. Moneys held in the
Redevelopment Account shall be disbursed by the Trustee to the City, in one or more
transfers, pursuant to and in accordance with the written instruction of the City
Representative . None of the property acquired or improvements made from any moneys
disbursed from the Redevelopment Account shall become pan of the Leased Property.
Section 3.04. Rebate Fund.
(a) Creation of the Rebate Fu1td . A special fund is hereby created and
established with the Trustee to be designated the "Englewood Certificates of Panicipation
Rebate Fund" (the "Rebate Fund").
(b) Deposits into the Rebate Fu1td. There shall be deposited into the Rebate
Fund (i) any moneys transferred to the Rebate Fund from the Reserve Fund pursuant to
Section 3.02(c) or (d) hereof; (ii) all amounts paid by the City pursuant to subsection (e) of
this Section ; and (ii) all other moneys delivered to the Trustee by the City, the Corporation
or any other Person that are accompanied by instructions to deposit the same into the
Rebate Fund .
(c) Use of Moneys in the Rebate Fu1td . Not later than 60 days after
December I, 2003 , and every five years thereafter, the City shall pay to the United States
of America 90% of the amount required to be on deposit in the Rebate Fund as of such
payment date . No later than 60 days after the final retirement of the Certificates, the
Trustee on behalf of the City shall pay to the United States of America :00% of the
amount required to be on deposit in the Rebate Fund which shall remain in effect for such
period of time as is necessary for such final payment to be made. Each payment required
to be paid to the United States of America pursuant to this Section shall be filed with the
Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 . Each payment shall
be accompanied by a copy of the Internal Revenue Form 8038-T and a statement
summarizing the determination of the amount to be paid to the United States of America.
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There is reserved in the Corporation and the Cu y the right, in all events, to pursue such
remedies and procedures as are availab le in order to assert any claim of overpayment of
an y rebated amounts .
(d) Administration of Rebau FMntl . The Corporation or the City shall make or
cause to be made all requisite rebate calculations and notify the Trustee of the resulting
rebate amount so as to provide the information required to transfer moneys to the Rebate
Fund pursuant to subsection (b) of this Section . The Trustee shall make deposits to and
disbursements from the Rebate Fund in accordance with the Investment Instructions (the
.. Investment Instructions"') and the Tax Compliance Certificate (the "Tax Compliance
Certificate") executed by the City in connection with the issuance of the 1998 Certificates.
The Trustee shall invest the Rebate Fund pursuant to said Investment Instructions and shall
deposit income from said investments immediately upon receipt thereof in the Rebate
Fund , all as set forth in the Investment Instructions . The Investment Instructions may be
superseded or amended by new Investment Instructions drafted by , and accompanied by an
opinion of, Certificate Counsel addressed to the Trustee to the effect that the use of said
new Investment Instructions will not cause the interest on the Certificates to be includible
in the gross income of the recipients thereof for purposes of federal income taxation. The
City may employ, at its expense, a designated agent to calculate the amount of deposits to
and disbursements from the Rebate Fund based upon information furnished by the
Corporation and the Trustee. If a withdrawal from the Rebate Fund is permitted as a result
of the computation described in the Investment Instructions, the amount withdrawn shall
be deposited in the Debt Service Fund. Record of the determinations required by this
Section and the Investment Instructions must be retained by the Corporation and the
Trustee until six years after the final retirement of the Certificates.
(e) Payments by the City . The City has agreed in the Lease that, if, for any
reason , the amount on deposit in the Rebate Fund is less than the amount required to be
paid to the United States of America on any date, the City will pay to the Trustee the
amount required to make such payment on such date.
Section 3.05. Nonpresentment of Certificates. In the event any Certificate shall not be
presented for payment. when due, if funds sufficient to pay such Certificate shall have been made
available to the Trustee for the benefit of the Owner thereof, it shall be the duty of the Trustee to
hold such funds without liability for interest thereon, for the benefit of the Owner of such
Certificate, who shall be restricted exclusively to such funds for any claim of whatever nature on
his part under this Indenture or on or with respect to such Certificate. Funds so held but
unclaimed by an Owner shall be delivered to the Corporation after the expiration of five years or,
upon receipt by the Trustee of an opinion of Certificate Counsel that such funds may be released
to the Corporation on such earlier date, on any earlier date designated by the Corporation.
Section 3.06. Moneys to be Held la Trust. The Debt Service Fund, the Construction
Fund. the Reserve Fund, the Rebate Fund and any other fund or account created hereunder (with
the exception of the Redevelopment Account) shall be held by the Trustee, for the benefit of the
Owners as specified in the Indenture, subject to the terms of this Indenture, the Lease and the
Agreement to Construct. Any escrow account established pursuant to Section 10 .01 hereof shall
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be held for the benefit of the Owners of the Cenificates to be paid therefrom as provided in the
appl icable escrow agreement.
Section 3.07. Repayment to the City from tbe Trustee. After payment in full of the
pnnc ipal of. premium, if any , and interest on the Cenificates, all rebate payments due to the
United States of America, the fees and expenses of the Trustee and the Corporation and all other
amounts required to be paid hereunder, any remaining amounts held by the Trustee pursuant
hereto shall be paid to the City.
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption of 1998 Certificates in Whole Upon an Event of
Nonappropriation or Event of Default under tbe Lease .
(a) The 1998 Cenificates shall , subject to the prior wrinen consent of or at the
direction of the 1998 Cenificate Insurer, be called for redemption with the prior written
consent of or at the direction of the 1998 Cenificate Insurer, in whole, at a redemption
price detem1ined pursuant to subsection (b) of this Section, on any date, in the event of the
occurrence of an Event of Nonappropriation under the Lease or the occurrence and
continuation of an Event of Default under the Lease .
(b) The redemption price for any redemption pursuant to this Section shall be
the lesser of (i) the principal amount of the 1998 Cenificates, plus accrued interest to the
redemption date (without any premium); or (ii) the sum of (A) the amount, if any, received
by the Trustee or the Corporation from the exercise of remedies under the Lease with
respect to the Event of Nonappropriation or the occurrence and continuation of the Event
of Default that gave rise to such redemption and (B) the other amounts available in the
Trust Estate for payment of the redemption price of the Cenificates, which amounts shall
be allocated among the 1998 Cenificates in proponion to the principal amount of each
19 9 8 Cenificate. Notwithstanding any other provision hereof, the payment of the
redemption price of any 1998 Cenificate pursuant to this Section shall be deemed to be the
payment in full of such 1998 Cenificate and no Owner of any 1998 Cenificate redeemed
pursuant to this Section shall have any right to any payment from the Corporation, the
Trustee or the City in excess of such redemption price.
(c ) In addition to any other notice required to be given under this Article or any
other pro v ision hereof, the Trustee shall , immediately upon the occurrence of an Event of
Nonappropriation or an Event of Default under the Lease, notify the Owners (i) that such
e vent has occurred and (ii) whether or not the funds then avaihsblc to it for such purpose
arc sufficient to pa y the redemption price set fonh in clause (i) of subsection {b) of this
Section . If the funds then available to the Trustee arc sufficient to pay the redemption
price set fonh in clause (i) of subsection (b) of this Section, such redemption price shall be
paid as soon as possible. If the funds then available to the Trustee arc not sufficient to pay
the redemption price set fonh in clause (i) of subsection (b) of this Section, the
Corporation and the Trustee shall (A) immediately pay the ponion of the redemption price
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that can be paid from the funds available, net of any funds which, in the judgment of the
Trustee, should be set aside to pursue remedies under the Lease and (8) subject to the
provisions of Article VII hereof, immediately begin to exercise and shall diligently pursue
all remedies available to them under the Lease in coMcction of such Event of
Nonappropriation or Event of Default. The remainder of the redemption price, if any, shall
be paid to the Owners if and when funds become available to the Trustee from the exercise
of such remedies.
Section 4.02. Redemption of 1998 Certificates in Whole Upon Payment of Purcllue
Option Price from Moneys Other than Moneys Derived From a Fiaucia1. The 1998
Certificates shall be called for redemption, in whole, at a redemption price equal to the principal
amount of the 1998 Certificates, plus accrued interest to the redemption date (without any
premium), on any date in the event of, and to the extent that moneys are actually received by the
Trustee from, the exercise by the City of its option to purchase the 1998 Leased Property from a
source other than (a) moneys borrowed by the City or (b) moneys made available to the City from
a sale and lease-back or a lease and sublease-back of the Leased Property.
Section 4.03. Redemption of 1998 Certificates in Whole Upon Payment of Purchase
Option Price from Moneys Derived From a Financing. The 1998 Certificates shall be called
for redemption, in whole, at a redemption price equal to the percentage of the principal amount of
the 1998 Certificates (without redemption premium), plus accrued interest to the redemption date,
on any date on and after December 1, 2008, in the event of, and to the extent that moneys are
actually received by the Trustee from, the exercise by the City of its option to purchase the 1998
Leased Property from either (a) moneys borrowed by the City or (b) moneys made available to the
City from a sale and lease-back or a lease and sublease-back of the Leased Property.
Section 4.04. Mandatory Sinkin1 Fund Redemption. The 1998 Certificates maturing
on December I, 2018, arc subject to mandatory sinking fund redemption by lot on December I of
the years and in the principal amounts specified below, at a redemption price equal to the principal
amount thereof (with no redemption premium), plus accrued interest to the redemption date:
2014
2015
2016
2017
2018
Principal Amoun1
S 965,000
1,015,000
1,070,000
1,120,000
1,180,000
The 1998 Certificates maturing on December I, __ , are subject to mandalory sinkin&
fund redemption by lot on December 1 of the years and in the principal amounts specified below,
at a redemption price equal to the principal amount thereof (with no redemption premium), plus
accrued interest to the redemption date :
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2020
2021
2022
2023
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Principal Amount
$1,240,000
1,305,000
1,370,000
1,440,000
1,510,000
The principal amount of 1998 Certificates to be redeemed on any date pursuant to this
Section shall be reduced by the principal amount of any 1998 Certificates of the same maturities
that (a) have, on or before the forty-fifth day next preceding the sinking fund redemption dated,
been delivered to the Trustee for cancellation and have not previously been applied as a credit
against any sinking fund obligation and (b) have, on or before the sinking fund redemption date,
been redeemed and have not previously applied as a credit against any sinking fund redemption
obligation.
Section 4.05. Notice of Redemption .
(a) Notice of the call for any redemption, identifying the Certificates or
portions thereof to be redeemed and specifying the terms of such redemption , shall be
given by the Trustee by mailing a copy of the redemption notice by United States certified
or registered first-class mail, at least 30 days and not more than 60 days prior to the date
fixed for redemption, and to the Owner of each Certificate to be redeemed at the address
shown on the registration books; provided, however, that failure to give such notice by
mailing, or any defect therein, shall not affect the validity of any proceedings of any
Certificates as to which no such failure has occurred .
(b) Any notice mailed as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the Owner receives the notice.
(c) If at the time of mailing of notice of redemption there shall not have been
deposited with the Trustee moneys sufficient to redeem all the Certificates called for
redemption , which moneys are or will be available for redemption of Certificates, such
notice will state that it is conditional upon the deposit of the redemption moneys with the
Trustee not later than the opening of business on the redemption date, and such notice shall
be of no effect unless such moneys are so deposited .
Section 4.06. Redemption Payments .
(a) On or prior to the date fixed for redemption, funds shall be deposited with
the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to
the payment of, the Certificates called for redemption, together with accrued interest
thereon to the redemption date, and any required premium. Upon the giving of notice and
the deposit of such funds as may be available for redemption pursuant to this Indenture
(which, in the case of redemption pursuant to Section 4.01 hereof, may be less than the full
principal amount of the Outstanding Certificates and accrued interest thereon to the
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redemption date), interest on the Certificates or portions thereof thus called for redemption
shall no longer accrue after the date fixed for redemption.
(b ) The Trustee shall pay to the Owners of Certificates so redeemed, the
amounts due on their respective Certificates, at the Operations Center of the Trustee upon
presentation and surrender of the Certificates.
Section 4.07. Cancellation. All Certificates which have been redeemed shall not be
reissued but shall be canceled and cremated or otherwise destroyed by the Trustee in accordance
with Section 2.09 hereof.
Section 4.08. Delivery of New Certificates Upon Partial Redemption of Certificates.
Upon surrender and cancellation of a Certificate for redemption in part only, a new Certificate or
Certificates of the same maturity and of authorized denomination in an aggregate principal amount
equal to the unredeemed portion thereof, shall be executed on behalf of and delivered by the
Trustee.
Section 4.09. Limitations on Optional Redemption. Notwithstanding any other
provision hereof, the I 998 Certificates shall not be redeemed pursuant to Section 4.02 or 4 .03
hereof unless all amounts owed to the 1998 Certificate Insurer under the terms of the I 998
Financial Guaranty Agreement, the Lease, the Agreement to Construct and this Indenture have
bee n paid in full.
ARTICLE V
INVESTMENTS
Section S.01. Investment of Moneys. All moneys held as part of any other fund, account
or subaccount created hereunder shall , subject to Sections 5 .02 and 6.03 hereof, be deposited or
in vested and reinvested by the Trustee, at the wrinen direction of the Corporation, in Pennined
In vestments : provided, however, that the Trustee shall make no deposits or investments of any
moneys m any fund or account created hereunder which shall interfere with or prevent
withdrawals for payment of Costs of the Projects or for payment of the Certificates, or interest
thereon ; and prov ided, further , that , unless the I 998 Certificate Insurer consents, no forward
deli very agreements, hedge, purchase and resale agreements or par-put agreements may be used
with respect to the investment of moneys in any fund or account included in the Trust Estate for
the 1998 Certificates . Any and all such deposits or investments shall be held by or under the
control of the Trustee. The Trustee may make any and all such deposits or investments through its
own Certificate department or the Certificate department of any bank or trust company under
common control with the Trustee. Income from deposits or investments of moneys held in the
Reb ate Fund shall be deposited as provided in Section 3.04 hereof and income from deposits or
investments of moneys held in any escrow account established pursuant to Section JO .OJ hereof
shall be deposited as provided in the escrow agreement governing such escrow account.
Otherw ise. except as otherwise provided by Article llI hereof, deposits or investments shall at all
times be a part of the fund, account or subaccount from which the moneys used to acquire such
deposits or investments shall have come, a11d all income and profits on such deposits or
investments shall be credited to, and losses thtTeon shall be charged against, such fund, account or
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subaccount. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or
investments in the respective funds whenever the cash balance in the Project Account is
insufficient to pay a requisition when presented, whenever the cash balance in the Principal
Account or Interest Account is insufficient to pay the principal of and interest on the Certificates
when due, or whenever the cash balance in any fund or account created hereunder is insufficient to
satisfy the purposes of such fund or account. In computing the amount in any fund or account
created hereunder for any purpose hereunder, investments shall be valued at cost (exclusive of
accrued interest) or par, whichever is less, except that investments in the Reserve Fund shall be
valued at fair market value at the end of each Fiscal Year.
Section 5.02. Tax Certification. The Trustee certifies and covenants to and for the
benefit of the Owners that so long as any of the Certificates remain Outstanding, moneys in any
fund or account held by the Trustee under this Indenture, whether or not such moneys were
derived from the proceeds of the sale of the Certificates or from any other source, will not be
knowingly deposited or invested in a manner which will cause the interest on the Certificates to be
included in gross income for federal income tax purposes.
ARTICLE VI
COVENANTS OF THE CORPORATION
Section 6.01. Representations, Covenants and Warranties Regarding Execution,
Delivery and Performance of Indenture . The Corporation represents, covenants and warrants
that :
(a) The Corporation (i) is a nonprofit corporation that is organized, validly
existing and in good standing under the laws of the State, (ii) is duly qualified to do
business in the State and (iii) is authorized, under its articles of incorporation and bylaws,
action of its board of directors and applicable law , to own and manage its properties, to
conduct its affairs in the State, to grant the Trust Estate to the Trustee and to execute,
deliver and perform its obligations hereunder.
(b) The grant of the Trust Estate to the Trustee pursuant to this Indenture is in
the be.st interests of the Corporation .
(c) The execution, delivery and performance of this Indenture by the
Corporation has been duly authorized by the Corporation.
(d) This Indenture is enforceable against the Corporation in accordance with its
terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally, by equitable principles, whether
considered at law or in equity, by the exercise by the State of Colorado and its
governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to it
by the Constitution of the United States of America.
(e) The execution, delivery and performance of the terms of this Indenture by
the Corporation does not and will not conflict with or result in a breach of the terms,
02 -1752 J OJ 30
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conditions or provisions of any restriction or any agreement or instrument to which the
Corporation is now a party or by which the Corporation is bound, or constitute a default
under any of the foregoing or, except as specifically provided in this Indenture or the
Lease, result in the creation or imposition of a lien or encumbrance whatsoever upon any
of the property or assets of the Corporation .
(f) There is no litigation or proceeding pending or threatened against the
Corporation or any other Person affecting the right of the Corporation to execute, deliver
or perform its obligations under this Indenture.
Section 6.02. Maintenance or Existence; Performance or Obligations.
(a) The Corporation shall at all times maintain its corporate existence and will
use its best efforts to maintain, preserve and renew all the rights and powers provided to it
under its articles of incorporation and bylaws, action of its board of directors and
applicable law; provided, however, that this covenant shall not prevent the assumption, by
operation of law or otherwise, by any Person of the rights and obligations of the
Corporation hereunder. but only if and to the extent such assumption does not materially
impair the rights of the Owners of any Outstanding Certificates .
(b) The Corporation shall do and perform or cause to be done and performed all
acts and things required to be done or performed by or on behalf of the Corporation under
the provisions of this Indenture, the Lease, any other instrument or other arrangement to
which it is a party that benefits the Owners of any Outstanding Certificates and any other
Requirement of Law .
Section 6.03. Tax Covenant. The Corporation shall not take any action or omit to take
any action with respect to the Certificates, the proceeds of the Certificates, the Trust Estate, the
Leased Property or an y other funds or property of the Corporation and it will not permit any other
Person to take any action or omit to take any action with respect to the Trust Estate or the Leased
Propert y or the use thereof if such action or omission would cause interest on any of the
Certificates to be included in gross income for federal income tax purposes or to be an item of tax
preference for purposes of the federal alternative minimum ta~ imposed on individuals and
corporations (except. with respect to corporations, as such interest is required to be taken into
account in determining "adjusted net book earnings" for the purpose of computing the alternative
minimum tax imposed on such corporations). In furtherance of this covenant, the Corporation
agrees to compl y with the procedures set forth in the Tax Compliance Certificate delivered in
connewon with the issuance of the 1998 Certificates and the provisions of any similar certificate
or instrument delivered in connection with the issuance of any Additional Certificates. The
covenants set forth in this Section shall remain in full force and effect notwithstanding the
payment in full or defeasance of the Certificates until the date on which all obligations in fulfilling
such covenants have been met . The covenants set forth in this Section shall not, however, apply to
any series of Certificates if, at the time of issuance, the Corporation intends the interest on such
series of Certificates to be subject to federal income tax .
Section 6.04. Title Insurance . The Trustee shall be provided with a standard owner's
title insurance policy insuring the Corporation's title to the real estate included in the Leased
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Propert y. and if all or any portion of the Corporation's title to the real estate included in the
Leased Property is a leasehold interest , then also insuring the title of the owner of such real estate,
subJect onl y to Permitted Encumbrances, in an amount not less than the lesser of either the
Outstanding amount of Certificates or the insurable value of such real property . Such policy, or a
binding commitment therefor, shall be provided to the Trustee concurrently with the issuance of
an y Certificates .
Section 6.05. Sale or Encumbrance or Leased Property . As long as there are any
Outstanding Certificates, and as except otherwise permitted by this Indenture and except as the
Lease otherwise specifically requires , the Corporation shall not sell or otherwise dispose of any of
the Leased Propeny unless it determines that such sale or other disposal will not materially
adversel y affect the rights of the Owners of the Certificate.
Section 6.06. Rights or Trustee under Lease . The Corporation hereby covenants to the
Trustee for the benefit of the Owners that the Corporation will observe and comply with its
obligations under the Lease, and that all the representations made by the Corporation in the Lease
are true . Wherever in the Lease it is stated that the Lessor will notify the Corporation, or wherever
the Lease gi ves the Corporation or the Trustee some right or privilege, such pan of the Lease shall
be as if it were set forth in full in this Indenture . The Corporation agrees that the Trustee, as
assignee of the Corporation under the Lease, may enforce, in its name or in the name of the
Corporation , all rights of the Corporation and all obligations of the City under the Lease, for and
on behalf of the Owners, whether or not the Corporation is in default under this Indenture .
Section 6.07. Limited Activity Enterprise. The Corporation shall not, without the
consent of the 1998 Certificate Insurer, incur any debt other than Certificates or engage in any
activities other than the ownership and operation of the Leased Property and activities related to
the ownership and operation of the Leased Property .
Section 6.08. Defense or Trust Estate . The Corporation shall at all times, to the extent
permitted by law , defend, preserve and protect its title to the Leased Property and the other
prop.:rt y or propert y rights included the Trust Estate, the grant of the Trust Estate to the Trustee
under this Indenture and all the rights of the Owners under this Indenture Resolution against all
claims and demands of all Persons whomsoever .
Section 6.09. Inspection or the Leued Property . The Trustee and its duly authorized
agents shall ha ve the rights (but shall have no obligation), on reasonable notice to the Corporation,
at all reasonable times , to examine and inspect the Leased Property (subject to such regulations as
ma y be imposed b y the Corporation and the City for security purposes). The Trustee and its duly
authorized agents shall also be permitted (but shall have no obligation), at all reasonable times, to
ex:imin e the books . re cords , reports and other papers of the Corporation with respect to the Leased
Propert y.
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ARTICLE VII
DEF AUL TS AND REMEDIES
Section 7.01. Events of Default . Any of the following shall constitute an "Event of
Default" under this Indenture:
(a) Default in the payment of the principal of or premium, if any, on any
Cenificate when the same shall become due and payable, whether at the stated maturity
thereof or upon proceedings for redemption .
(b) Default in the payment of any installment of interest on any Cenificate
when the same shall become due and payable .
(c) The occurrence of an Event of Nonappropriation or an Event of Default
under the Lease.
(d) Failure by the Corporation to cure any noncompliance with any other
provision of this Indenture within 30 days after receiving notice of such noncompliance.
Section 7.02. Remedies on Default.
(a) Upon the occurrence of an Event of Default described in Section 7.0l(c)
hereof. the Trustee, as assignee of the rights of the Corporation under the Lease may, or at
the request of the Owners of a majority in aggregate principal amount of the Ccnificates
then Outstanding shall, without any funher demand or notice, take one or any combination
of the remedial steps described in Section 12 .02 of the Lease.
(b) The Trustee shall also be entitled, upon any Event of Default described in
Section 7.0l(c) hereof, to any moneys in any funds or accounts created hereunder (except
the Rebate Fund and any escrow accounts established pursuant to Section 10.01 hereof).
(c) Upon any Event of Default described in Section 7.0l(a) or (b) hereof, the
Trustee may take whatever action at law or in equity may appear necessary or desirable to
enforce the rights of the Owners, including but not limited to, its rights as assignee of the
Corporation 's rights under the Lease .
(d) No right or remedy is intended to be exclusive of any other right or remedy,
but each and every such right or remedy shall be cumulative and in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity or by statute .
(e) If any Event of Default under this Indenture shall have occurred and if
requested by the Owners of a majority in aggregate principal amount of Cenificatcs then
Outstanding, the Trustee shall be obligated to exercise such one or more of the rights and
powers conferred by this Section as the Trustee, being advised by counsel, shall deem most
expedient in the interests of the Owners.
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(f) The Trustee, as assignee of the rights of the Lease, shall control all remedies
available to the Corporation under the Lease.
(g) The remedies set forth in subsection (a) through (e) of this section are
exercisable by the Trustee subject to the rights of the 1998 Certificate Insurer set forth in
Section 7.0 3 hereof.
Section 7.03. Majority of Owners May Control Proceedings. Anything in this
Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount
of the Certificates then Outstanding shall have the right, at any time, to the extent permitted by
law, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the
time, method and place of conducting all proceedings to be taken in connection with the
enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver,
and any other proceedings hereunder; provided that such direction shall not be otherwise than in
accordance with the provisions hereof. The 1998 Certificate Insurer shall be deemed to be the
Owner of all the 1998 Certificates for purposes of this Section .
Section 7.04. Rights and Remedies of Owners. No Owner shall have any right to
institute any suit. action or proceeding in equity or at law for the enforcement of this Indenture or
for the execution of any trust hereof or for the appointment of a receiver or any other remedy
hereunder, unless an Event of Default under this Indenture has occurred of which the Trustee has
been notified as provided in Section 8.02(h) hereof, or of which by Section 8.02(h) hereof it is
deemed to have notice, and the Owners of not less than a majority in aggregate principal amount
of Certificates then Outstanding shall have made written request to the Trustee and shall have
offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to
institute such action , suit or proceedings in its own name; and such notification and request are
hereby declared in every case at the option of the Trustee to be conditions precedent to the
execution of the powers and trusts of this Indenture, and to an y action or cause of action for the
enforce ment of this Indenture, or for the appointment of a receiver or for any other remedy
hereunder; it being understood and intended that no one or more Owners shall have any right in
an y manner whatsoever to affect, disturb or prejudice the lien of this Indenture by his, her, its or
their action or to enforce any right hereunder except in the manner herein provided and that all
proceedings at law or in equity shall be instituted, had and maintained in the manner herein
pro vi ded and for the equal benefit of the Owners of all Cenificates then Outstanding. Nothing
contained in this Indenture shall , however, affect or impair the right of any Owner to enforce the
payment of the principal of, premium, if any, or interest on any Certificate at and after the maturity
th ereof
Section 7.05. Purchase of Leased Property by Owner or Trustee; Application of
Certificates Toward Purchase Price . Upon the occurrence ofan Event of Default hereunder, the
lien on the Leased Property created and vested in the Trustee hereunder may be foreclosed either
by sale at public auction or by proceedings in equity . Upon any such sale, any Owner or the
Trustee may bid for and purchase the Leased Property ; and, upon compliance with the terms of
sale, may hold, retain and possess and dispose of such property in his, her, its or their own
absolute right without further accountability ; and any purchaser at any such sale may, if permitted
by law , after allowing for the proportion of the total purchase price required to be paid in cash for
the costs and expenses of the sale, compensation and other charges, in paying purchase money,
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tum in Certificates then Outstanding in lieu of cash, to the amount which shall, upon distribution
of the :'let Proceeds of such sale and any other moneys available hereunder, be payable thereon . If
the Trustee shall acquire title to the Leased Property as a result of any such foreclosure sale, or any
proceeding or transaction in lieu of foreclosure, the Trustee shall thereafter sell the Leased
Property ; and may take any further lawful action with respect to the Leased Property which it shall
deem to be in the best interest of the Owners, including but not limited to the enforcement of all
rights and remedies set forth in the Lease and this Indenture and the taking of all other courses of
action permitted herein or therein.
Section 7.06. Waiver or Appraisement, Valuation, Stay, Execution and Redemption
Laws . The Corporation agrees, to the extent permitted by law, that in case of the occurrence of an
Event of Default hereunder, neither the Corporation nor anyone claiming through or under it shall
or will set up. claim or seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or hereafter in force in order to prevent or hinder the enforcement or
foreclosure of this Indenture, or the absolute sale of the Trust Estate to the extent permitted
hereunder, or the final and absolute surrender of possession, immediately after such sale, to the
purchasers : and the Corporation, for itself and all who may at any time claim through or under it,
hereby waives. to the full extent that it may lawfully do so. the benefit of all such Jaws, and any
and all right to have the estates comprised in the security intended to be hereby created marshaled
upon any foreclosure of the lien hereof and agrees that the Trustee or any court having jurisdiction
to foreclose such lien may sell the Leased Property as an entirety.
Section 7.07. Trustee May Enforce Rights Without Certificates. All rights of action
and claims under this Indenture or any of the Certificates Outstanding hereunder may be enforced
by the Trustee without the possession of any of the Certificates or the production thereof in any
trial or proceedings relative thereto; and any suit or proceedi~g instituted by the Trustee shall be
brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any
Owners of the Certificates, and any recovery of judgment shall be for the ratable benefit of the
Owners. subject to the provisions hereof.
Section 7.08. Trustee to File Proors or Claim la Receinnllip, Etc. In the case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjusnnent, composition or
other judicial proceedings affecting the Leased Property, the Trustee shall, to the extent pennitted
by law , be entitled to file such proofs of claim and other documents as may be necessary or
advisable in order to have claims of the Trustee and of the Owners allowed in such proceedings
for the entire amount due and payable on the Certificates under this Indenture, at the date of the
institution of such proceedings and for any additional amounts which may become due and
pa yable by it after such date . without prejudice, however, to the right of any Owner to file a claim
in its own behalf.
Section 7.09. Delay or Omission No Waiver . No delay or omission of the Trustee or of
any Owner to exercise any right or power accruing upon any Event of Default hereunder shall
exhaust or impair any such right or power or shall be construed to be a waiver of any such Event
of Default. or acquiescence therein; and every power and remedy given by this Indenture may be
exercised from time to time and as often as may be deemed expedient.
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Section 7.10. No Waiver of One Event of Default to Affect Another. No waiver of any
Event of Default hereunder, whether by the Trustee or the Owners, shall extend to or affect any
subsequent or any other then existing Event of Default or shall impair any rights or remedies
consequent thereon .
Section 7.11. Discontinuance of Proceedings on Event of Default; Position of Parties
Restored . In case the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, then and in every such case the Corporation, the City, the
Trustee and the Owners shall be restored to their former positions and rights hereunder with
respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if
no such proceedings had been taken .
Section 7.12. Waivers of Events of Default. The Trustee may in its discretion and with
the prior written consent of the 1998 Cenificate Insurer waive any Event of Default hereunder and
its consequences. and notwithstanding anything else to the contrary contained in this Indenture
shall do so upon the written request of the Owners of a majority in aggregate principal amount of
all the Cenificates then Outstanding; provided, however, that there shall not be waived without the
consent of the Owners of 100% of the Cenificates then Outstanding as to which the Event of
Default exists (a) any Event of Default in the payment of the principal of or premium, if any, on
any Outstanding Cenificates at the date of maturity specified therein or (b) any Event of Default in
the payment when due of the interest on any such Cenificates, unless prior to such waiver or
rescission, all arrears of interest and all arrears of payments of principal and premium, if any, then
due. as the case may be (including interest on all overdue installments at the highest rate due on
the Cenificates), and all expenses of the Trustee in connection with such Event of Default shall
ha,.,e been paid or provided for . In case of any such waiver, or in case any proceedings taken by
the Trustee on account of any such Event of Default hereunder shall have been discontinued or
abandoned or determined adversely to the Trustee, then and in every such case the Corporation,
the Trustee , the City and the Owners shall be restored to their former positions and rights
hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other
Event of Default hereunder, or impair any right consequent thereon.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Representations, Covenants and Warranties Regardia& Execution,
Delivery and Performance of Indenture. The Trustee represents, covenants and warrants that :
(a) The Trustee (i) is a national banking association that is duly organized,
validly existing and in good standing under the laws of the United States of America, (ii) is
duly qualified to do business in the State and (iii) is authorized, under its articles of
association , action of its board of directors and applicable law, to own and manage its
propenies, to conduct its affairs in the State, to lease accept the grant of the Trust Estate
(defined herein) from the Corporation hereunder and to execute, deliver and perform its
obligations under this Indenture .
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(b) The execution, delivery and performance of this Indenture by the Trustee
has been duly authorized by the Trustee.
(c) This Indenture is enforceable against the Trustee in accordance with its
terms , limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally, by equitable principles, whether
considered at law or in equity, by the exercise by the State of Colorado and its
governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to it
by the Constitution of the United States of America.
(d) The execution, delivery and performance of the terms of this Indenture by
the Trustee does not and will not conflict with or result in a breach of the terms, conditions
or provisions of any restriction or any agreement or instrument to which the Trustee is now
a party or by which the Trustee is bound, or constitute a default under any of the foregoing
or, except as specifically provided in this Indenture or the Lease , result in the creation or
imposition of a lien or encumbrance whatsoever upon the Trust Estate or any of the
property or assets of the Trustee .
(e) There is no litigation or proceeding pending or threatened against the
Trustee affecting the right of the Trustee to execute, deliver or perform its obligations
under this Indenture .
(f) The Trustee acknowledges and recognizes that the Lease will be terminated
upon the occurrence of an Event of Nonappropriation thereunder, and that a failure by the
City to appropriate funds in a manner that results in an Event of Nonappropriation under
the Lease is a legislative act that is solely within the discretion of the Board of the City .
Section 8.02. Duties of tbe Trustee. The Trustee hereby accepts the trusts imposed upon
it by this Indenture and agrees to perform said trusts, but only upon and subject to the following
express terms and conditions, and no implied covenants or obligations shall be read into this
Indenture against the Trustee :
(a) The Trustee, prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred under this Indenture,
undertakes to perform such duties and only such duties as arc specifically set forth in this
Ind enture. In case an Event of Default hereunder has occurred (which has not been cured
or waived). the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise as a reasonable and
prudent man would exercise or use under the circumstances in the conduct of the affairs of
another .
(b) The Trustee may execute any of the trusts or powers hereof and perform
any of its duties by or through attorneys, agents, receivers or employees but shall be
answerable for the conduct of the same in accordance with the standard specified above,
and shall be entitled to act upon an Opinion of Counsel concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable compensation to
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all such attorneys, agents, receivers and employees as may reasonably be employed in
connection with the trusts hereof. The Trustee may act upon an Opinion of Counsel and
shall not be responsible for any loss or damage resulting from any action or nonaction
taken by or omitted to be taken in good faith in reliance upon such Opinion of Counsel.
(c) The Trustee shall not be responsible for any recital herein or in the
Cenificates (except in respect of the execution of the Cenificates on behalfofthe Trustee),
for collecting any insurance moneys or for the validity of the execution by the Corporation
of this Indenture, any Supplemental Indenture or any instruments of further assurance, or
for the sufficiency of the security for the Cenificates issued hereunder or intended to be
secured hereby, or for the value of or title to the Leased Property. The Trustee shall have
no obligation to perfonn any of the duties of the Corporation under the Lease; and the
Trustee shall not be responsible or liable for any loss suffered in coMection with any
investment of funds made by it pursuant to instructions from the Corporation in accordance
with Article V hereof.
(d) The Trustee shall not be accountable for the use of any Cenificates
delivered to the Initial Purchaser hereunder. The Trustee may become the Owner of
Cenificates with the same rights which it would have if not Trustee.
(e) The Trustee shall be protected in acting upon any notice, request, consent,
cenificate, order, affidavit, letter, telegram or other paper or document reasonably believed
by it to be genuine and correct and to have been signed or sent by the proper person or
persons. Any action taken by the Trustee pursuant to this Indenture upon the request or
authority or consent of any person who at the time of making such request or giving such
authority or consent is the Owner of any Cenificate shall be conclusive and binding upon
any Cenificates issued in place thereof.
(0 As to the existence or nonexistence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a
cenificate signed on behalf of the Corporation by the Corporation Representative or such
other person as may be designated for such purpose by the Corporation, as sufficient
evidence of the facts therein contained.
(g) The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty and the Trustee shall not be answerable for other
than its negligence or willful act.
(h ) The Trustee shall not be required to take notice or be deemed to have notice
of an y Event of Default hereunder except failure by the Corporation to cause to be made
any of the payments to the Trustee required to be made by Article III hereof, unless the
Trustee shall be specifically notified in writing of such Event of Default by the
Corporation or by the Owners of at least I O"/o in aagrepte principal amount of Cenificates
then Outstanding.
(i) All moneys ~eived by the Trustee shall, until used or applied or invested
as herein provided, be held in trust in the manner and for the purposes for which they were
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received but need not be segregated from other funds except to the extent required by this
Indenture or law.
(j) At any and all reasonable times the Trustee, and its duly authorized agents ,
attorneys . experts. engineers , accountants and representatives , shall have the right, but shall
not be required, to inspect any and all of the Leased Property (subject to such regulations
as ma y be imposed by the Corporation or the City for security purposes), including all
books. papers and records of the Corporation pertaining to the Leased Property .
(k) The Trustee shall not be required to give any Certificate or surety in respect
of the execution of the said trusts and powers or otherwise in respect of the premises .
(I) Notwithstanding anything in this Indenture to the contrary, the Trustee shall
have the right , but shall not be required , to demand in respect of the delivery of any
Certificates, the withdrawal of any cash , or any action whatsoever within the purview of
this Indenture, any showings , certificates , opinions, appraisals or other information, or
corporate action or evidence thereof, in addition to that by the terms hereof required, as a
condition of such action by the Trustee.
(m) Notwithstanding any other provision hereof, in determining whether the
rights of the Owners will be adversely affected by any action taken pursuant to the terms
and provisions hereof, the Trustee shall consider the effect on the Owners as if there were
no 1998 Certificate Insurance Policy .
(n) The Trustee shall not be permitted to resolve ambiguities in this Indenture,
the Lease or the Agreement to Construct in any manner that shall be deemed to be
conclusivel y binding on Owners of the Certificates without the consent of the 1998
Certificate Insurer. The 1998 Certificate Insurer shall receive notice of any proposed
meetings of Owners of the Certificates and shall be given the opportunity to attend and
participate in the same.
(o) The Trustee shall deliver to the 1998 Certificate Insurer any legal opinion
delivered to the Trustee as to compliance with or interpretation of the Lease, the
Agreement to Construct or th is Indenture .
Section 8.03. Additional Duties of the Trustee with Respect to tbe 1998 Surety Bond .
As lon g as the 1998 Surety Bond shall be in full force and effect, the Trustee agrees to comply
wit h the following provisions :
(a) In the event and to the extent that moneys on deposit in the Certificate
Fund , plus all amounts on deposit in and credited to the account of the Reserve Fund
securing the 1998 Certificates in excess of the amount of the 1998 Surety Bond, are
insufficient to pay the amount of principal and interest coming due on the 1998
Certificates. then , upon the later of (i) three days after receipt by the 1998 Certificate
Insurer of a demand for payment in the form attached to the 1998 Surety Bond as
Attachment I (the "Demand for Payment"), duly executed by the Trustee certifying that
the amounts available to the Trustee under this Indenture arc insufficient to make payments
of the principal and interest on the 1998 Certificates when due, or (ii) the payment date of
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the Certificates as specified in the Demand for Payment presented by the Trustee to the
General Counsel of the 1998 Certificate Insurer, the 1998 Certificate Insurer will make a
deposit of funds in an account with the Trustee or its successor, in New York, New York,
sufficient for the payment to the Trustee of amounts sufficient to pay the principal of and
interest on the 1998 Certificates when due (as specified in the Demand for Payment) up to
but not in excess of the Surety Bond Coverage, as defined in the 1998 Surety Bond;
provided, however, that in the event that the amount on deposit in, or credited to, the
Reserve Fund, in addition to the amount available under the 1998 Surety Bond, includes
amounts available under a letter of credit, insurance policy, Qualified Surety Bond or other
such funding instrument (an "Additional Funding lnstrument"), draws on the 1998 Surety
Bond and the Additional Funding Instrument shall be made on a pro rata basis to fund the
insufficiency .
(b ) The Trustee shall , after submitting to the 1998 Certificate Insurer the
Demand for Payment as provided in subsection (a) of this Section, make available to the
1998 Certificate Insurer all records relating to the funds and accounts maintained under
this Indenture .
(c ) The Trustee shall , upon receipt of moneys received from the draw on the
1998 Surety Bond, as specified in the Demand for Payment, credit the Reserve Fund to the
extent of moneys received pursuant to such Demand for Payment.
(d) Notwithstanding any other provision of this Indenture or the Lease,
following a drawing on the 1998 Surety Bond, Base Rentals and other available moneys
shall. subject to subsection (e) of this Section, be applied in the following order of priority:
(i) first, to reimburse the 1998 Certificate Insurer and the issuer of any Additional Funding
Instrument on which a drawing has been made for the amount so drawn plus interest and
costs as provided in the 1998 Financial Guaranty Agreement and the Additional Funding
Instrument, pro rata based on the amount due under each and (ii) after payment in full of
all amounts due under clause (i), to fund the account of the Reserve Fund securing the
1998 Certificates to the Reserve Fund Requirement, after taking into account the amount
available under the 1998 Surety Bond and uiy Additional Funding Instrument. If
Additional Certificates have been issued that are secured by ui account of the Reserve
Fund that docs not secure the 1998 Certificates, then, notwithstanding the preceding
sentence, Base Rentals and other available moneys shall be used to restore the balance in
suc h account of the Reserve Fund or to reimburse draws on a surety bond or other
instrument on deposit in such account pro rata with the application of such Base Rentals
and other available moneys pursuant to the preceding sentence.
(e ) The 1998 Certificate Insurer has a lien on the Trust Estate for the payment
of amounts due to it under the 1998 Financial Guaranty Agreement, which lien is
subordinate only to the lien of the Owners .
(0 The Trustee shall maintain adequate records as to the amounts available
under th e 1998 Surety Bond and the amounts owing to the 1998 Certificate lmurcr under
the 1998 Financial Guaranty Agreement.
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Section 8.04. Compensation of Trustee . During the Lease Term, the Trustee shall be
entitled to compensation in accordance with its agreement with the Corporation, which,
notwithstanding any other provision hereof, may be amended at any time by agreement of the
Corporation and the Trustee without the consent of or notice to the Owners or the 1998 Certificate
Insurer . In no event shall the Trustee be obligated to advance its own funds in order to take any
action hereunder. The rights of the Trustee to payments pursuant to this Section shall be superior
to the rights of the Owners with respect to the Trust Estate .
Section 8.05. Resignation or Replacement of Trustee .
(a) The present or any future Trustee may resign by giving written notice to the
Corporation not less than 60 days before such resignation is to take effect. Such
resignation shall take effect only upon the appointment of a successor qualified as provided
in subsection (c) of this Section; provided, however, that if no successor is appointed
within 60 days following the date designated in the notice for the Trustee's resignation to
take effect, the resigning Trustee may petition a court of competent jurisdiction for the
appointment of a successor. The present or any future Trustee may be removed at any time
by the Corporation in the event the Corporation reasonably determines that the Trustee is
not duly performing its obligations hereunder or that such removal is in the best interests of
the Corporation or the Owners, or by an instrument in writing, executed by the Owners of
a majority in aggregate principal amount of the Certificates then Outstanding, for any
breach of any of the Trustee 's duties hereunder. The present or any future Trustee also
may be removed by the 1998 Certificate Insurer for cause prior to an Event of Default or
for any reason after the occurrence of an Event of Default.
(b) In case the present or any future Trustee shall at any time resign or be
removed or otherwise become incapable of acting, a successor may be appointed by the
Owners of a majority in aggregate principal amount of the Certificates Outstanding by an
instrument or concurrent instruments signed by such Owners, or their attorneys in fact duly
appointed ; provided that the Corporation, with the consent of the 1998 Certificate Insurer,
may. by an instrument executed by order of the Corporation, appoint a successor until a
new successor shall be appointed by the Owners as herein authorized. The Corporation
upon making such appointment shall forthwith give notice thereof to each Owner and to
the Corporation, which notice may be given concurrently with the notice of resignation
given by an y resigning Trustee. Any successor so appointed by the Corporation shall
immediately and without further act be superseded by a successor appointed in the manner
above provided by the Owners of a majority in aggregate principal amount of the
Certificates Outstanding.
(c) Every successor shall be a bank or trust company in good standing, located
in or incorporated under the laws of the State, duly authorized to exercise trust powers and
subject to examination by federal or state authority, qualified to act hereunder, having a
capital and surplus of not less than SS0,000,000, and acceptable to the 1998 Certificate
Insurer . An y successor appointed hereunder shall execute, acknowledge and deliver to the
Corporation an instrument accepting such appointment hereunder, and thereupon such
successor shall, without any further act, deed or conveyance, become vested with all the
estates , properties, rights, powers and trusts of its predecessor in the trust hereunder with
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like effect as if originall y named as Trustee herein; but the Trustee retiring shall,
nev ertheless , on the written demand of its successor, execute and deliver an instrument
con veying and transferring to such successor, upon the trusts herein expressed, all the
est ates . properties , rights , powers and trusts of the predecessor, which shall duly assign,
transfer and deli ver to the successor all properties and moneys held by it under this
Indenture . Should an y instrument in writing from the Corporation be required by any
s ucc es so r for more full y and certainly vesting in and confirming to it , the said instruments
in writing shall , at the reasonable discretion of the Corporation, be made, executed,
acknowledged and deli vered by the Corporation on request of such successor.
(d) The instruments evidencing the resignation or removal of the Trustee and
the appointment of a successor hereunder, together with all other instruments provided for
in this Section shall be filed and/or recorded by the successor Trustee in each recording
office , if any , where this Indenture shall have been filed and/or recorded .
Section 8.06. Convenion, Consolidl\tion or Merger of Trustee. Any bank or trust
company into which the Trustee or its successor may be convened or merged, or with which it
ma y be consolidated , or to which it may sell or transfer its trust business as a whole shall be the
successor of the Trustee under this Indenture with the same rights , powers, duties and obligations
and subject to the same restrictions , lim itations and liabilities as its predecessor, all without the
execution or filing of any papers or any further act on the part of any of the parties hereto or
thereto , anything herein or therein to the contrary notwithstanding . In case any of the Certificates
to be issued hereunder shall have been executed, but not delivered, any successor Trustee may
adopt the signature of any predecessor Trustee, and deli ver the same as executed; and, in case any
of such Certificates shall not have been executed, any successor Trustee may execute such
Certificates in the name of such successor Trustee.
Section 8.07. Intervention by Trustee . In an y judicial proceeding to which the
Corporation or the City is a party and which in the opinion of the Trustee and its counsel has a
substantial bearing on the interests of the Owners, the Trustee may intervene on behalf of Owners
and sh a ll do so if requested in writing by the Owners of at least 10°/c, in aggregate principal
amount of Certi ficates Outstanding .
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures Not Requirin& Consent of Owaen. The
Trustee and the Corporation may, without the consent of, or notice to, the Owners, enter into a
Supplemental Indenture for an y one or more or all of the following purposes :
(a ) To add to the covenants and agreements of the Corporation contained in this
Indenture other co venants and agreements to be thereafter observed by the Corporation ;
(b ) To cure an y ambiguity , or to cure, correct or supplement any defect or
omission or inconsistent provision contained in this Indenture, or to make any provisions
with respect to matters arising under this Indenture or for any other purpose if such
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provisions are necessary or desirable and do not adversely affect the interests of the
Owners;
(c) To subject to this Indenture additional revenues, propenies or collateral
(including release and substitution of property permitted under the Lease);
(d) To set forth the terms and conditions and other matters in connection with
the issuance of Additional Certificates, pursuant to Section 2.10 hereof, including
Additional Certificates issued with a variable, adjustable, convertible or other similar rate
which is not fixed in percentage for the entire term thereof and Additional Certificates
which by their terms appreciate in value to a stated face amount at maturity;
(e) To effect any change in connection with the preservation of the exclusion
from gross income for federal income tax purposes interest on the Certificates; or
( t) To effect any other changes in this Indenture which, in the opinion of
Certificate Counsel, do not materially adversely affect the rights of the Owners.
Section 9.02. Sapplemeatal Indentures Reqairin1 Consent of Owaen.
(a) Exclusive of Supplemental Indentures under Section 9.01 hereof, the
written consent of the Owners of not less than a majority in aggregate principal amount of
the Certificates Outstanding shall be required for the execution by the Corporation and the
Trustee of any Supplemental Indenture; provided, however, that without the comcnt of the
Owners of all the Certificates Outstanding nothing herein contained shall permit, or be
construed as permitting:
(i) A change in the terms of redemption or maturity of the principal
amount of or the interest on any Outstanding Certificate, or a reduction in the
principal amount of or premium payable upon any redemption of any Oulllanding
Certificate or the rate of interest thereon, without the c:oment of the Owner of such
Certificate;
(ii) The deprivation as to the Owner of any Certificate Outstanding of
the lien created by this Indenture (other than as originally permiaed hereby);
(iii) A privilege or priority of any Certificale or Certificates over any
olher Certificate or Certificates, except as permitted herein; or
(iv) A reduction in the percentage of the aareglle principal amount of
!he Certificates required for consent to any Supplemental Indenture.
(b) If al any time the Corporation shall request the Trustee to enter into any
Supplemental Indenture for any of the purposes of this Section, the Trustee shall cause
notice of the proposed execution of such Supplemental Indenture to be mailed to the
Owners of the Certificates al the addreues lat lhown on the reptratioa records of the
Trustee. Such notice shall briefly let forth the nature of the propoaed Supplemental
Indenture and shall state that copies thereof are on file II the principal coq,onae lnllt office
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of the Trustee for inspection by all Owners . If, within 60 day s or such longer period as
shall be prescribed by the Corporation following the mailing of such notice, the Owners of
not less than a majority , or, with respect to the matters specified in paragraphs (i) through
(iv) of subsection (a) of this Section, 100%, in aggregate principal amount of the
Certificates Outstanding at the time of the execution of any such Supplemental Indenture
shall have consented to and approved the execution thereof as herein provided, no Owner
shall have any right to object to any of the terms and provisions contained therein, or the
operation thereof, or to enjoin or restrain the Trustee or the Corporation from executing the
same or from taking any action pursuant to the provisions thereof.
Section 9.03. Execution of Supplemental Indenture . The Trustee is authorized to join
with the Corporation in the execution of any Supplemental Indenture entered into in accordance
with this Anicle and to make further agreements and stipulations which may be contained therein,
but the Trustee shall not be obligated to enter into any Supplemental Indenture which affects its
rights. duties or immunities under this Indenture . Any Supplemental Indenture executed in
accordance with the prov isions of this Anicle shall thereafter form a part of this Indenture; and all
the terms and conditions contained in any such Supplemental Indenture shall be deemed to be part
of this Indenture for any and all purposes. In case of the execution and delivery of any
Supplemental Indenture, express reference may be made thereto in the text of the Certificates
issued thereafter, if any, if deemed necessary or desirable by the Trustee.
Section 9.04. Amendments, etc., of the Lease, Agreement to Construct and Project
Documents Not Requiring Consent of Owners. The Corporation may, with the written consent
of the Trustee, but without the cortsent of or notice to the Owners, amend, change or modify the
Lease, the Agreement to Construct or any Project Contract as may be required :
(a) by the provisions of the Lease or this Indenture;
(b) for the purpose of curing any ambiguity or formal defect or omission in the
Lease ;
( c ) in order more precisely to identi fy the 1998 Leased Property or to add
addit ional or substituted improvements or properties acquired in accordance with the
Lease;
(d) in order to provide for the acquisiti on, construction or installation of
addit ional property under the Lease ;
(e) in connection with the issuance of Additional Certificates, including
Addit ional Certificates issued with a variable, adjustable, convertible or other similar rate
which is not fixed in percentage for the entire term thereof and Additional Certificates
which by their terms appreciate in value to a stated face amount at maturity;
(I) in connection with any Supplemental Indenture permitted by this Anicle;
(g) to effect any change in connection with the preservation of the exclusion
from gross income for federal income tax pw,,oses of interest on the Certificates;
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(h) to effect any change that (i) does not reduce the revenues available to the
Trustee from the Lease below the amount required to make all the payments and transfers
required by Article III hereof, (ii) does not reduce the value of the Leased Property and (iii)
does not adversely affect the exclusion from gross income for federal income tax purposes
of interest on the Certificates;
(i) to effect an y change to an y Project pennitted by, and in accordance with the
terms of, the Lease , any similar lease or agreement relating to any other Project and the
applicable Project Contracts; or
(j) to effect any other changes in the Lease, the Agreement to Construct or any
Project Document which, in the opinion of Certificate Counsel, do not materially adversely
affect the rights of the Owners.
Section 9.05. Amendments, etc., of the Lease Requiring Consent of Ownen. Except
for the amendments, changes or modifications permitted by Section 9 .04 hereof, neither the
Corporation nor the Trustee shall consent to any other amendment, change or modification of the
Lease without notice to and the written approval or consent of the Owners of not less than a
majority in aggregate principal amount of the Certificates Outstanding given and procured as
provided in Section 9 .02 hereof. If at any time the Corporation shall request the consent of the
Trustee to any such proposed amendment, change or modification of the Lease, the Trustee shall,
upon receipt of amounts necessary to pay expenses, cause notice of such proposed amendment,
change or modification to be given in the same manner as provided in Section 9.02 hereof. Such
notice shall briefly set forth the nature of such proposed amendment, change or modification and
shall state that copies of the instrument embodying the same are on file at the principal corporate
trust office of the Trustee for inspection by all Owners.
Section 9.06. Notices to Rating Agencies and 1998 Certifacate Insurer. All notices,
certificates, or other communications given to the Owners hereunder shall also be given to any
rating agency rating the Certificates and the 1998 Certificate Insurer.
ARTICLE X
MJSCELLANEOUS
Section I 0.0 I. Discharge of Indenture .
(a) If, when the Certificates secured hereby shall become due and payable in
accordance with their terms or otherwise as provided in this Indenture, the whole amount
of the princ ipal of, premium, if any, and interest due and payable upon all of the
Certificates shall be paid, or provision shall have been made for the payment of the same,
together with all other sums payable hereunder, then the right, title and interest of the
Trustee m and to the Trust Estate and all covenants, agreements and other obligations of
the Corporation to the Trustee and the Owners shall thereupon cease, terminate and
become void and be discharged and satisfied. In such event. the Trustee shall transfer and
convey to (or to the order of) the Corporation all propeny assigned, pledged or mongaged
to the Trustee by the Corporation then held by the Trustee pursuant to this Indenture, and
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the Trustee shall execute such documents as may be reasonably required by the
Corporation and shall tum over to (or to the order of) the Corporation any surplus in any
fund, account or subaccount (except the Rebate Fund) created under this Indenture, except
an y escrow accounts the !tofore established pursuant to this Section .
(b) All or any portion of the Outstanding Certificates shall prior to the maturity
or redempt ion date thereof be deemed to have been paid ("defeascd'') within the meaning
and with the effect expressed in this Section if (i) in case said Certificates arc to be
redeemed on any date prior to their maturity, the Corporation shall have given to the
Trustee in fonn satisfactory to the Trustee irrevocable instructions to give notice of
redemption of such Certificates on said redemption date, such notice to be given on a date
and otherwise in accordance with the provisions of Section 4 .03 hereof, (ii) there shall
have been deposited in trust either moneys in an amount which shall be sufficient, or
Defeasance Securities which shall not contain provisions pennitting the redemption thereof
at the option of the issuer, the principal of and the interest on which when due , and without
an y reinvestment thereof, will provide moneys which, together with the moneys, if any,
deposited with or held in trust at the same time, shall be sufficient to pay when due the
principal of, premium, if any , and interest due and to become due on said Certificates on
and prior to the redemption date or maturity date thereof, as the case may be and (iii) a
certified public accountant, acceptable to the 1998 Certificate Insurer, shall have delivered
a verification report , in fonn and substance satisfactory to the 1998 Certificate Insurer,
verifying the deposit described in clause (ii) above. Neither the Defeasance Securities nor
moneys deposited in trust pursuant to this Section or principal or interest payments on any
such Defeasance Securities shall be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of, premium, if any, and interest on
said Certificates; provided any cash received from such principal or interest payments on
such Defeasance Securities deposited in trust, if not then needed for such purpose, shall, to
the extent practicable. be reinvested in Dcfeasance Securities of the type described in
clause (ii ) of this subsection maturing at the times and in amounts sufficient to pay when
d ue the principal of, premium, if any, and interest to become due on said Certificates on or
prior to such redemption date or maturity date thereof, as the case may be. At such time as
any Certificates shall be deemed paid as aforesaid, such Certificates shall no longer be
secured b y or entitled to the benefits of this Indenture, except for the purpose of exchange
and transfer and any payment from such moneys or Defeasance Securities deposited in
trust.
(c) Prior to any discharge of this Indenture pursuant to this Section or the
defeasance of any Certificates pursuant to this Section becoming effective, there shall have
been delivered to the Corporation, the Trustee and the 1998 Certificate Insurer an opinion
of Certificate Counsel, addressed to the Corporation, the Trustee and the 1998 Certificate
Insurer, to the effect that all requirements of the Indenture for such defeasance have been
complied with and that such discharge or defeasance will not constitute a violation by the
Corporation of its tax covenant in Section 6 .03 hereof.
( d ) In the event that there is a defcasance of only part of the Certificates ofany
maturit y, the Trustee shall , if requested by the Corporation, institute a system to preserve
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the identity of the indi vidual Certificates or portions thereof so defeased, regardless of
changes in Certificate numbers attributable to transfers and exchanges of Certificates.
(e) Notwithstanding anything herein to the contrary, in the event that the
princ ipal and/or interest due on the 1998 Certificates shall be paid by the 1998 Certificate
Insurer pursuant to the 1998 Certificate Insurance Policy, the 1998 Certificates shall
remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be
considered paid by the Corporation, and the assignment and pledge of the Trust Estate and
all covenants, agreements and other obligations of the Corporation to the Owners shall
continue to exist and shall run to the benefit of the 1998 Certificate Insurer, and the 1998
Certificate Insurer shall be subrogated to the rights of such Owners.
Section I 0.02. Further Assurances and Corrective Instruments. The Corporation and
the Trustee agree that so long as this Indenture is in full force and effect, the Corporation and the
Trustee shall have full power to carry out the acts and agreements provided herein and they will
from time to time, execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered such supplements hereto and such further instruments as may reasonably be required for
correcting any inadequate or incorrect description of the Trust Estate, or for otherwise carrying out
th e intention of or facilitating the performance of this Indenture .
Section 10.03. Financial Obligations or Corporation Limited to Trust Estate .
Notwithstanding any other provision hereof, all financial obligations of the Corporation under this
Indenture are limited to the Trust Estate .
Section 10.04. 1998 Certificate Insurer Consent. Unless otherwise provided herein, the
1998 Certificate Insurer 's consent shall be required for the following purposes : (a) execution and
deli very of any Supplemental Indenture or amendment to the Lease or the Agreement to
Construct ; (b ) removal of the Trustee pursuant to Section 8.05 hereof; and (c) initiation or
approval of any action not described in (a) and (b) above which requires Certificate Owner
consent under the pro v isions of this Indenture .
Section I 0.05. Evidence or Sicnature or Owaen ud Owaenllip or Certificates.
(a) Any request, consent or other instrument which this Indenture may require
or permit to be signed and executed by the Owners may be in one or more instruments of
si m i lar tenor, and shall be signed or executed by such Owners in person or by their
attorne ys appointed in writing, proof of the execution of any such instrument or of an
instrument appointing an y such attorney , or the ownership of Certificates shall be
sufficient (except as otherwise herein expressly provided) if made in the following manner,
but the Trustee may, nevertheless, in its discretion require further or other proof in cases
where it deems the same desirable :
02 -1 '52•0J
(i ) The fact and date of the execution by any Owner or his attorney of
such instrument may be proved by the certificate of any officer authorized to take
acknowledgments in the jurisdiction in which he purports to act that the person
signing such request or other instrument acknowledged to him the execution
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thereof, or by an affidavit of a witness of such execution, duly sworn to before a
notary public ; and
(ii) The fact of the ownership by any person of Certificates and the
amounts and numbers of such Cenificates, and the date of the ownership of the
same, may be proved by the registration records of the Trustee.
(b ) Any request or consent of the Owner of any Cenificate shall bind all
transferees of such Cenificate in respect of anything done or suffered to be done by the
Corporation or the Trustee in accordance therewith.
Section 10.06. Panies Interested Herein . Nothing in this Indenture expressed or implied
is intended or shall be construed to confer 11pon, or to give to, any person other than the
Corporation. the Trustee, the Owners of the Cenificates and the 1998 Cenificate Insurer, any right,
remed y or claim under or by reason of this Indenture or any covenant, condition or stip11lation
hereof; and all the covenants, stipulations, promises and agreements in this Indenture contained by
and on behalf of the Corporation or the Trustee shall be for the sole and exclusive benefit of the
Corporation. the Trustee, the Owners and the 1998 Cenificate Insurer, and their respective
successors and assigns .
Section 10.07. Corporation and Trustee Representatives . Whenever under the
provisions hereof the approval of the Corporation or the Trustee is required, or the Corporation or
the Trustee is required to take some action at the request of the other, unless otherwise provided,
such appro\ al or such request shall be given for the Corporation by the Corporation
Representative and for the Trustee by the Trustee Representative, and the Corporation, the Trustee
and the City shall be authorized to act on any such approval or request .
Section I 0.08. Titles, Headio&s, Etc. The titles and headings of the anicles, sections and
subdivisions of this Indenture have been insened for convenience of reference only and shall in no
way modify or restrict any of the terms or provisions hereof.
Section I0.09. Manner or Givia& Notices. All notices, certificates or other
communicauons hereunder shall be in writing and shall be deemed sufficiently given when mailed
by certified or registered mail , postage prepaid, addresScd as follows : if to the City, to City of
Englewood , 3400 South Elati Street, Englewood, Colorado 80110, Attention: City Attorney; ifto
the Corporation , to Englewood Environmental Foundation, Inc ., 3400 South Elati Street,
Englewood, Colorado 80110, Attention: President of the Corporation; if to the Trustee, to The
Bank of Cherry Creek, N.A., 3033 East First Avenue, Denver, Colorado 80206, Attention : Trust
Depanment; if to the 1998 Certificate Insurer, to MBIA Insurance Corporation, 113 King Street,
Armonk, New York 10504, Attention : Insured Ponfolio Management Dcpanment; if to S&P, to
Standard & Poor 's Ratings Services, 25 Broadway, New York, New York. Attention: Municipal
Surveillance; and. if to Moody 's, to Moody's Investors Service, 99 Church Street, New York,
New York 10007, Attention : Public Finance . The entities listed above may, by written notice,
designate an y further or different addresses to which subsequent notices, certificates or other
communications shall be sent.
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Section 10.10. No Individual Liability. All covenants, stipulations, promises,
agreements and obligations of the Corporation or the Trustee, as the case may be, contained herein
shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the
Corporation or the Trustee, as the case may be, and not of any member, director, officer,
employee, servant or other agent of the Corporation or the Trustee in his or her individual
capacity, and no recourse shall be had on account of any such covenant, stipulation. promise,
agreement or obligation, or for any claim based thereon or hereunder, against any member,
director. officer. employee, servant or other agent of the Corporation or the Trustee or any natural
person .:xecuting this Indenture or any related document or instrument.
Secdoa 10.11. Events Occurria1 oa Days dtat are aot Basillcss Days. If the date for
making any payment or the last day for performance of any act or the exercising of any right under
this Indenture is a day that is not a Business Day, such payment may be made, such act may be
performed or such right may be exercised on the next succeeding Business Day, with the same
force and effect as if done on the nominal date provided in this Indenture.
Section 10.12. Sevcrability . In the event that any provision ofthis Indenture, other than
the obligation of the Corporation to deliver the Trust Estate to the Trustee, shall be held invalid or
unenforceable by any coun of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Secdoa 10.13. Captions . The captions or headings herein arc for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this
Indenture .
Section 10.14. Applkablc Law . The laws of the State shall be applied in the
interpretation. execution and enforcement of this Indenture.
S«tioa 10.15. E:1ecadoa ill Coaaterpartl. This Indenture may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF , the Corporation and the Trustee have executed this Indenture
as of the date first above written.
02 -17'2•.0l
ENGLEWOOD ENVIRONMENT AL
FOUNDATION, INC .
BY----------------
President
THE BANK OF CHERRY CREEK. N.A., as Trustee
BY----------------
Authorized Signatory
[Signature Page to Mortgage and Indenture of Trust]
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ST A TE OF COLORADO ]
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COUNTY OF ARAPAHOE ]
The foregoing instrument was acknowledged before me this __ day of ,
1998, by Rick Kahm as President of the Englewood Environmental Foundation, Inc ., a nonprofit
corporation in good standing and or:ganizcd under the laws of the Stale of Colorado.
WITNESS MY HAND AND OFFICIAL SEAL, the day and year above written.
[NOTARIAL SEAL]
Notary
My commission expires. ___________ _
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STATE OF COLORADO ]
] ss .
CITY AND COUNTY OF DENVER]
The foregoing instrument was acknowledged before me this __ day of
____ , 1998, by as of The Bank of Cherry
Creek, N.A ., a national banking association.
WITNESS MY HAND AND OFFICIAL SEAL, the day and year above written.
[NOTARIAL SEAL)
Notary
My commission expires. _____________ _
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APPENDIX A
FORM OF SERIES 1"8 CER11FICA TE
[To be provided by Certificate Counsel]
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APPENDIXB
DESCRIPTION OF THE LEASED LAND
[Insen !e&aJ desgiptjon ofreaJ property securia& Certificates .)
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APPE:SDIXC
FORM OF PROJECT ACCOUNT REQUISITION
PROJECT ACCOUNT REQUISITION NO. __
The Bank ofCheny Creek, N .A.
3033 East First Avenue
Denver, Colorado 80206
Attention : Corporate Trust and Escrow Services
Re : Direction to Make Disbursements from Project Account Established in
Connection with Englewood Environmental Foundation, Inc . Revenue Certificates,
Series 1998
As Trustee under that certain Mortgage and Indenture of Trust dated as of December I,
1998 (the "Indenture "), between the Englewood Environmental Foundation, Inc. (the
.. Corporation"') and you, you are hereby directed to pay the following from the Project Account
created in Section 3.03 of the Indenture to the person(s) described below (provide name and
address of the person, firm or corporation to whom payment is due or was made, together with
supporting invoices), the arnount(s) set forth below (provide the amount(s) to be paid or for
which re imbursement is sought to or by each person), for the Costs of the Projects ( describe the
Costs of the Projects for which payment is being made or for which reimbursement is sought)
and subject to the terms and conditions hereinafter described:
PERSO NS AND AMOUNTS :
ITEMS WHICH ARE SUBJECT
OF PAYME NT :
The undersigned hereb y certifies, in compliance with Section 3.03 of the Indenture (i)
that none of the items for which the payment or reimbursement is proposed to be made bas been
the subject of any payment or reimbursement theretofore made from the Project Account; (ii)
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that the item(s) for which payment or reimbursement is sought is or was reasonable and
necessary in coMection with the acquisition, construction and installation of the Projects, and in
all cases is a proper charge against the Project Account; (iii) that upon payment or
reimbursement of the amount requested in this Requisition, the amount remaining in the Project
Account. together with other legally available moneys of the Corporation, if any, will be
sufficient to pay the portion of the Costs of the Projects then unpaid; (iv) that all previously
disbursed amounts from the Project Account have been spent, or used for reimbursement of
amounts spent, in accordance with the related requisition thereto ; and (v) that no Event of
Default under the indenture bas occurred or is continuing or will occur as a result of the payment
on this Requisition .
The undersigned hereby certifies that City of Englewood is authorized to execute and
deliver this requisition on behalf of the Corporation pursuant to the terms of the Agreement to
Construct Improvements and to Acquire and Install Equipment dated as of December l, 1998
and that the undersigned is authorized to execute and deliver this requisition on behalf of City of
Englewood .
Dated this __ day of ________ _
CITY OF ENGLEWOOD
City Representative
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AGENDA FOR THE
SPECIAL MEETING OF
THE ENGLEWOOD CITY COUNCIL
MONDAY, NOVEMBER 23, 1998
6:00 P.M .
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1. Call to order.~ :03~
2.
3.
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Invocation. {l~
Pledge of Allegiance. ~
Roll Call. r;-~ _
PubOc Heari"ll lffl '7-D ~,WO(/.$~ /d)jµ, ~
a. A public hearing to gather citizen input on the Cinderella City Planned Unit
Development ~'1-0 ffY/fw-,1M(Jt_J io~ f a,Ue,~
Regular Agenda .
a .
b .
Af)pv-' of Oninances on First Reading .
Approval of Ordinances on Second Reading .
U")__JJ J / i. Council Bill No. 72, authorizing the execution and delivery of Certificates of
/uJhJ "'-{) Participation in the principal amount of $21,530,000 for the pur:°f kl~AIY
I
n ./ . rr ~ /-funding redevelopment efforts at the former Cinderella City sit.e~(/V"1'{/',VVd,.,
~?ou-,~~~C'v.-OUM~m~
Eaale•ood Towa Cam PIMaed Ullit De,-, rt Dimkt Plan
Dlli&a~-GwHI
In cues where the desip standards and pidelines may not be practical, feasible, or may
result in a less than approprille desip response, the applicant may consider an alternative
compliance plan. Alternative compliance is a proceu dial allows modificalions to the
desip standards. The propoNd plan .,. equal or exceed the desip standards intent
and pis. · Minor modiftc:alioal,sbalJ be 19viewed by no less than two City
telecled architects or desim orofeuionals to Dl'OVide a recommcndalioa to the Plan
Adlninilbwor. Ma;or' IIIOdiftc:alioa ..U comply widl the PUD Dillrict Plan .
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AGENDA FOR THE
SPECIAL MEETING OF
THE ENGLEWOOD CITY COUNCIL
MONDAY, NOVEMBER 23, 1998
6:00P.M.
call to order. // : 0 3 ~
Invocation.{)~
Pledge of Allegiance. ~
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RollCall. q~
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a. A public hearing to gather citizen input on the Cinderella City Planned Un it
Oe,elopmenl dfP' 7-0 MY/jM--4Mf}(j -Jreh,(_ f ~~
Regular Agenda.
a . ~ of Ordinances on First Reading .
b. Approval of Ordinances on Second Reading.
IJ)J/,-_ J / i. Council Bill No. 72, authorizing the execution and delivery of Certificates of
/Jd.J '7-o Participation in the principal amount of $21,530,000 for the pur::ri:~
1
n ~ -rr-funding redeve~ent efforts at the former Cinderella City sit.e~V,,7 ~~
/j)Jjlg~ ~'"''No. 75, """"""""the Clnde'911a <>ty Plan .... """ __ ffi,..J4
ofj/? 0 "'c . Tuoons~
£aslewoad Town Center PlaaDed Ullit Deftlapmmt Dlltrtct Plall
Deslp SlaDduds wl Galdeliees
1.6 Altermtm Colllfllalce Pllua
In cases where the desip standards and pidelines may not be practical. feasible, or may
result in a less than appropriale desip response. the applicant may coasider an alternative
compliance plan. Alternative compliance is a proc:eu dial allows modificllions to the
design standards. The propoeed p1u DUil equal or exceed the desip standards intcot
and goals. · Minor modiftclliona ilbal) be reviewed by no leu than two City
selected architects or desim orofessioaals to provide a recommendllion to the Plan
Administrlror. Major modifiClliona lhaD comply with the PUD Dillric:t Plan .
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ORDINANCE NO._
SERIES OF 1998
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BY AUTHORITY
A BILL FOR
COUNCIL BILL NO. 75
INTRO~°l}JJUNCIL
MEMB ~)
AN ORDINANCE APPROVING THE PLANNED UNIT DEVELOPMENT DISTRICT
PLAN IN FURTHERANCE OF THE REDEVELOPMENT OF CINDERELLA CITY IN
THE AREA BOUNDED BY WEST HAMPDEN AVENUE (U.S . 285) ON THE SOUTH,
SOUTH ELATI STREET ON THE EAST, WEST FLOYD AVENUE ON THE NORTH,
AND SOUTH SANTA FE DRIVE (U .S . 85) ON THE WEST, CURRENTLY ZONED B-
l , BUSINESS DISTRICT TO A PLANNED UNIT DEVELOPMENT.
WHEREAS, The Englewood Environmental Foundation has submitted a P .U.D.
application to rezone the Cinderella City Shopping Center from B-1, Busineu District
to a P .U .D.; and
WHEREAS, the total site of the Cinderella City Shoppi.nc Center encompasses 51
acres more or leas; and
WHEREAS, the P.U.D . ia a rezoning process that establishes specific mning and
site planning criteria to meet the needa of a specific development proposal that is not
fully accommodated within the exiating zoninc catepy; and
WHEREAS, the P .U.D. ia compoeed of two elementa, the cliatrict plan and the site
plan; and
WHEREAS, the district plan is the eet of recwationa that establiah the overall
framework of development and control the uee, within the project; and
WHEREAS, the district plan alao include, deaip ltaDdanu and suideline,, which
provide specific details for site planni.nc and deaip within the development baaed on
the relationship of use, &om the district plan and establish the character of the
development; and
WHEREAS, the lite plan ia the result of applYi.nc the district plan and deaip
cuidelinea to s ,pecific aite and repreeenta the blueprint for implementation; and
WHEREAS, the Englewood Town Center P .U .D . will, for the tint time in the
Denver metro area, eerve u a model for tranait-oriented development; and
WHEREAS, the amount of time it haa taken to pt to the point of approvin& the
P .U .D. haa worked to allow the project to evolve from a "bis boK power center" to
become a national model for tranlit-orient.ed development and mall redevelopment;
and
WHEREAS, the development project muat be reviewed in term, of the P .U .D .
Ordinance and the project'• fit with the viaion eiq,reaaed by the commWlity; and
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WHEREAS, the project is consistent with the desires exprelllll!d by the community
and consistent with the goals and objectives articulated in the Comprehensive Plan;
and
WHEREAS, from this base, planning for the development has been focuaed on the
intecration of the development to the site and within the context of adjacent
neipborhoocls with the long-term sustainability of the project being a primary concern;
and
WHEREAS, transit-oriented mixed-use development is conaidered the most
appropriate form of development at this lite to combine the neighborhood intep-ation
principles aa well as long term sustainability; and
WHEREAS, all of this leada to a project that is consistent with the Comprehenaive
Plan and will contribute to the long-term srowth and stability of the commercial core of
the City of Englewood; and
WHEREAS, the Englewood Planning and Zoning Commission held Public Hearings
on September 1, 1998, September 22 , 1998 and October 27, 1998, reviewed the
proposal and found :
1. The P .U.D . District plan, with the additional conditions, is in conformance
with the district plan requirements and the comprehensive plan; and
2 . All required documents, drawings, referrals, recommendations, and
approvals have been received or will be adminiatratively proce-«i; and
3. The P.U.D. Diatrict plan, with the additional conditiona, is conaiatent
with adopted and pnerally accepted atandarda of development in the
City of Englewood; and
4. The P .U .D . District plan, with the additional conditions, is eubatantially
consistent with the goals, objectivea, deaip pidelines, policies and any
other ordinance, law or requirement of the City;
WHEREAS. the Englewood Planning and Zoning Commission recommended
approval of the P.U .D. with additional conditions;
NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOU.OWS:
So!;tiqp 1. The Enclewood City Council fiDda that:
1. The P .U.D. District plan, with the additional conditions, is in confmmance
with the district plan requirements and the comprehensive plan; and
2 . All required documents, drawinp. remrala, recxameodatioaa, and
approval.I have been nmived or will be adminiatratiffly p.--d; and
3. The P .U.D. District plan, with the additional oaaditioaa, ia mneietent
with adopted and pnually accepted atandarda of cleftlopmen& in the
City of Englewood ; and
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4 . The P .U.D . District plan, with the additional conditions, is substantially
consistent with the goals, objectivea, design guidelinea, polic:iee and any
other ordinance, law or requirement of the City.
SertiOP 2. The P .U .D . District Plan submitted is approved with the followin&
conditions:
1 . Submiuion of a utility plan for the P1anninc and Zoninc Commiuion
review prior to the start of new construction within the P .U .D.
2. Submisaion of a drainage plan and a gradinc and eroaion control plan for
Planning and Zoninc Commisaion review prior to the iaauance of the fint
buildins permit within the P.U.D.
3. Submisaion of a si.gnage plan for PJanninc and Zoninc Commiaion review
prior to the iaauance of the fint aisn permits within the P .U .D.
4. The Applicant shall pay all aaaociated coats for improvements to Inca
Street and Englewood Parkway.
$ect;inp 3. Unleu otherwise specified the administrative review ofthoee portions of
the P .U.D. District Plan set forth in the application and accompanying documentation
ahall be performed by the City Manager or hia desipee.
Introduced, read in full, and paued on fint readinc on the 2nd day of November,
1998 .
Publiahed u a Bill for an Ordinance on the 6th day of November, 1998.
TbomuJ. Burns, Mayor
ATTEST:
Loucriabia A. Ellia, City Clerk
I , Loucriahia A. Ellil, City Clerk al the City al Enpwood, Colorado, hereby certify
that the above and foreaoinl is a true copy al a Bill for an Ordinaace, introduced, read
in full, and palNd CIII fint readinc CID tm 2nd day al Noftmber, 1998.
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Please ref'er back to the materials attached on first reading on
November 2, 1998 or contact Neighborhood and BusineBS Development.
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~ THE
~ ENGLEWOOD HERALD
I STAT£ Of' COLORADO
I
ss
COUNTY OF ARAPAHOE
I. Kaf9fl L. Brown . do so lemnly swear
that I am the Editor of the
E:'IIGLEWOOD HERALD
and that the same 1s a weekly newspa-
per published ,n the C ity of L,ttteton in
the County of Arapahoe, Stata of
Colorado. and has a general circula-
tion therein: that said newspaper has
been published continuously and unin-
terruptedly in said County of Arapa-
hoe for a per i od of more than 52
weeks prior to the first publication of
the annexed notice: that said newspa-
per is entered in the Post Office of Ut-
tleton, Colorado . as Second Class
Mail mane, and that the said newspa-
per is a newspaper within the meaning
of the act of the General Assembly of
the State of Colorado . approved
March 30. 1923, and entitled "Legat
NotlcH and Advertisements · and
other acts relating to the printing and
publishing of legal notices and was
published ,n the regular and entire is-
sues of said newspaper, once each
week, on the same day of each
week. for a period of
2.._ consecutive insenions and that
the first publicar,on of sa id notice was -17;;;:;;;;;&/~r ,ff
The last publication of sa id notice was
in the issue of sa ,a newspaper
dated
~/3,gff
A~~L /.t--
j Subscribed and swom to before me, a ~~~~ ~~dd~ ~= blic JUDITH A. BLOEMEN
--------Cler ~ .... Clly .. ~ c:.....--·-_..,. •• __..,c:ie, ~ ........ --a.,-..
•• -. ..... Clly~
~ .. ---c:ier-. _ ................. _
M II.a IAIICI APPIIO-«I THE
...,._, INT IIIVaOl'MENT
DaTWCT "-NI. FUllTHEMNCE
MTNl~M
,..._ 1 a CITY• TNEWA
IOUIIDID rt WIIT HAMl'Da
AVBIUE tU.a.all ON THE IOU11I,
IOUTII l!LA11 S11IIET ON THE
IAST, WIIT FLOYD AVBIUE ON
TNE IIOlffll. IMO IOUTII IANTA R
DIWI (U.S. NI ON THE MST,
CUllltENTl. y ZONED B-1 , ~
DIITIIICT TO A l'\.ANNED UNIT
DeVELOPMENT.
(COUNCIL BILL NO. 'I'll .. __ ..... __
.....,_ ... _ ... ..,_ _..,. ............... _
!Ir .. Clly Clelll 11r L• ,-.... .,
~n,1-. ...._ -. .......... ..._
-... .., cal .. Clly Clerli"•
Ollloa. m-112..-.. --... --........ -.. --· .. -· .. -.... ~Clly
~
~A.Ella. CIIC/AAE
Clly Clelll
Cilyflf......----llall ..... .......... ~..,,. ,___ .. ,_ .,.._._ . .,...
I
. . • NOTARY PUBLIC
: STATE OF COLORADO , ..
My CormllSaon El?'9S 07/2S/20C2
-~~~~~ ....... ----~~-..s....~~...___~-~~················)
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C J Board of Adjustaent and
Appeals
[ J Ctty Planning and Zontng
Coatsston
pq Ctty Council
CASEm. PUD98~2
Attached ts a photograph of a stgn u tt ts INCtet • U. fellwt .. -.crtllelll
property.
Address: __ 10_1_w_es_t H_am__,_pden __ A_v_en_uc ______________ _
Legal Descrtptton: __ Sce_A_ttac_bed __ Lc_,pl_Descripti _ __._· _·oo _________ _
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I hereby certify that the above described property was posted continuously for
a period of ___ is ___ days, from __ N_o_v_em_be_r_6,_1_99_8 _______ _
to November 23 , 1998
State of Colorado )
) ss
County of Arapahoe )
Subscribed and sworn to before • this
11 17
St, .. (;;£ ~efa?n. '
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20 , 1998
Date
~~,u...__-=-......:......J,-.U.-,=-.L-~+-I ress
E®L\>O cd: 1 CD '(Qil D i!ztl zooo \j . r I
A separate certification should be presented for each Notice of Hearing Sign .
Such certification aay be subaitted to the Dtpartllent of C01111Unity Developant
pr i or to the Hearing or presented at the Hearing.
PCFonl09
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[] Board of Ad,Justaent and
Appeals
[ ] Ctty Planning and Zontng /
Coatsston
PCJ Ctty Council
CASE m. PUD 98-02
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Attached ts a photograph of a stgn as tt ts ..-.t.11 • tile fellewt .. dncrtlled
property.
Address: __ 7_0l_Vl_cs_t_H_aunpden~_-A_vcn_uc ______________ ~
Legal Description: __ See __ A_ttac_bed_Le_gal_Descri __ ·p_n_·o_n _________ _
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I hereby certify that the above described property was posted continuously for
a period of 15 days, frOII __ N_o_v_c_m_be_r_6_,_1_99_8 _______ _
to November 23 , 1998
State of Colorado )
) 55
County of Arapahoe )
Subscribed and sworn to before 11e this
19 qz
Sigifa~ 'S
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20 , 1998
Date
My COllllssion expires:
ress
I I ~HDoo.£\ (Q ZDI LO
I ZI _Z.000 . r t
A separate certification should be presented for each Notice of Hearing Sign.
Such certification may be subllltted to the Department of C01111Unity Development
prior to the Hearing or presented at the Hearing.
PCFonn09
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[ l Board of Adjustment and
Appeals
[ l City Planning and Zoning
Coatsston
p{) City Council
CASE •• PUD98-02
Attached 1s a photograph of a stgn u It ts ..W • U. fe111Wf .. '9scrtW
property.
Address : __ 70_1_W_cs_t_H_am_pden.___A_ven_ue ______________ _
Lega 1 Desert pt ton: __ Sec~""'"A __ ttac=--bed---=Lepl..._"""Deacriptioo'---__ ·...__· ""'------------
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I hereby certify that the above described property was posted continuously for
a period of IS days, frOII November 6, 1998
to November 23, 1998 si~,
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
State of Colorado )
) 55
County of Arapahoe ) zn'H=-day of -flov-e w,bt y, Subscribed and sworn to before ae this
19 17
My Coaaission expires:
A separate certification should be presented for each Notice of Hearing Sign .
Such certification aay be subllitted to the Dtparllltnt of C01111Unity Dtvelopaent
prior to the Hearing or presented at the Hearing.
PCFonl09
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[ ) loal"cl of Adjustaant and
Appeals
[ ] Ctty Planning and Zontng
Caatsston
P{) Ct ty Couftc 11
CASE •• PUD 98-02
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Attached ts a pllotograpll of a st .. as tt ts ..W • Ille '911 .... -.crtllld
property.
Addnss: __ 70_l_W_est_H_unpden ____ A_ven_ue _____________ _
Legal Dlscrtptton: ____ Sec ......... A ..... aa. ____ cll __ 1e1 __ d __ Lgpl..__ __ Delcriptinn.......,...,· ... ·-----------~
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I hereby certify that the above described property was posted continuously for
a period of ___ 1_s ___ days, frOII __ N_o_v_em_be_r_6_, _19_9_8 _______ _
to November 23 , 1998
State of Colorado
ss
County of Arapahoe
Subscribed and sworn to before ae this
19 lfK
Slgn~
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
ress
-
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1 lz 1 I zoo o . CO ZV ll O
"1 CC1111ission expires: r I
A separate certification should be presented for each Notice of Hearing Sign.
Such certification aay be subllitted to the Departllent of COllallnity Developaent
prior to the Hearing or presented at the Hearing.
PCFora09
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[ ) Board of Adjustment and
Appeals
[ ) City Planning and Zoning
Coa1ssion
0() City Council
CASE ... PUD98-02
Attached 1s a photograph of a sign as it ts enct.a • tile follw1RI described
property.
Address: __ 7_0_1 _W_e_st_H_am......._pd_e_n_A_v_cn_u_e _______________ _
Legal Description: --~Sce~A=ttac=b-ed~Lc .... gal......,~Dcsc~-"pb-·o-n _________ _
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I hereby certify that the above described property was posted continuously for
a period of 15 days, froa November 6, 1998
to November 23 , 1998
s,~ ........
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
State of Colorado
ss
County of Arapahoe zot_k day of -flo~ ... ,y-;-Subscribed and sworn to before 11e this
19 Ch~
Z:O ll O
My C01111ission expires:
A separate certification should be presented for each Notice of Hearing Sign .
Such certification aay be subllitted to the Departllent of C0111111nity Developaent
prior to the Hearing or presented at the Hearing.
PCFora09
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C E R T I F I C A T I O I I F P I S T I I I
[ ] Board of Adjustaent and
Appeals
[ J City Planning and Zoning
Coaission
IX J C 1ty Counc 11
CASE NO. PUD 98-02
Attached 1s a photograph of a sign as it is ended • tile fellowt .. described
property.
Address: __ 7_01_W_es_t_H_am_pd_en_A_ve_n_u_e ---------------
Leg a 1 Oescr1pt ion: --~See~A_ttac~b~ed_Le_g_at_Dcscri~~·-ptt_·o_n _________ _
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I hereby certify that the above described property was posted continuously for
a period of ___ is ___ days, frOII __ N_o_v_em_ber_6_, 1_9_9_8 _______ _
to November 23, 1998
State of Colorado
County of Arapahoe
ss
Subscribed and sworn to before ae this
19 tj'S?
My C0111ission expires:
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
Z O tL-day of iloWm:.k::e
A separate certification should be presented for each Notice of Hearing Sign.
Such certification 1111 be subllitted to the Departaent of Coaaunity Developaent
prior to the Hearing or presented at the Hearing.
PCFoni09
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[ J Board of Adjustaent and
Appeals
[ J City Planning and Zoning
c-ission
Del City Council
CASE m. PUD98-02
Attached 1s a photograph of a st• u tt ts ..W • tlll fe11at .. ._.,.111111
property.
Address: --"'=Ola...W ___ esa.a..t H=am=--pdcn-=;..a.A..a..v ..... cn __ uc ________________ _
Legal Oescript ton: _____ See......,., ... Attac ___ ._bed.....,_Le_.pl.__Dcscripti......_...._..· __ ·on ___________ _
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I hereby certify that the above described property was posted continuously for
a period of ___ 15 ___ days, frOII __ N_o_v_e_m_be_r_6_,_1_99_8 _______ _
to __ N_o_v_e_m_b_er_2_3-'-,_19_9_8 _________ ----==----------~
~~= Sig '-.,
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20 , 1998
Date
State of Colorado )
) ss
County of Arapahoe ) \t:1:--
Subscribed and sworn to before ae this -=-,10=----day of -nw~
19 c1z
Noµ'ry u c
~o S . t::< Lob s+ . Address
~U)ooJ I CO ?ollO
Ny Coaission expires: _ __._,l/~?~J+-/-2.--COO~~----
A separate certification should be presented for each Notice of Hearing Sign.
Such certification .. Y be subllitted to the Departaent of COllallnity Developaent
prior to the Hearing or presented at the Hearing.
PCFonn09
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[ ) Board of Adjustment and
Appeals
[) Ctty Planning and Zoning
Coatsston
pq Ctty Council
CASE •• PUD 98-02
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POSTIII
Attached ts a photograph of a stgn as tt ts encted • tlle follw1 .. described
property.
Address: _.....;7....:.0..:..I .....;W.....;e..:..st;..;H..:..am~pd;..;:..:.:en.:....A....:.v.....;e..:..n..:..ue:;__ ______________ _
Lega 1 Desert pt ton: __ .::.See;:;.:::..;;A..:..ttac=h::.:ed=.:Le:=a:gal=Dcsc=;:.:ri""ptt::.:·oa.::n'-----------
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I hereby certify that the above described property was posted continuously for
a period of 15 days, from November 6 , 1998 ---------------
to November 23 , 1998
State of Colorado )
) ss
County of Arapahoe )
Subscribed and sworn to before 111e this
19 qx
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
~/Afoj
Ad 3{00 s , I::: lat, ~+ I
dress
My Coaaission expires:
/ ~Lu»ao J I C'Q ?Z)I LO
I z t /1.eo o . r 1
-
A separate certification should be presented for each Notice of Hearing Sign.
Such certification aay be subllitted to the Departllent of Coaaunity Developaent
prior to the Hearing or presented at the Hearing.
PCForm09
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C E R T I F I C A T I O N 0 F P O S T I I I
[ ] Board of Adjustaent and
Appeals
[ ] City Planning and Zoning Ii-• Coa1ssion ~·a PCJ City Council 111
PUD98-02 ti-
CASE•• ii I! Ill •1 I•
Is• --< •§ .~ .r-
I
Attached ts a photograph of a sign as it 1s encted • ta. fellwt .. descrtbed
property.
Address: __ 7_0I_W_es_t _Ham~pd_cn_A_v_en_u_c ______________ _
Legal Descrtpt1on: __ S_e_c_A_ttac_bcd_Lc~ga-1 Dcscri __ ·p_tio_n _________ _
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I hereby certify that the above described property was posted continuously for
a period of ___ 1_5 ___ days, frOII __ N_o_v_em_b_e_r_6,_1_9_98 _______ _
to November 23 , 1998
State of Colorado
ss
County of Arapahoe
Subscribed and sworn to before ae this
19 (j <7
My C0111ission expires:
Secretary,
Englewood Environmental Foundation
Relation to Property
November 20, 1998
Date
A separate certification should be presented for each Notice of Hearing Sign .
Such certification aay be subllitted to the Department of COIIIUnity Developaent
prior to the Hearing or presented at the Hearing.
PCFoffl09
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PROOF C>F PUBLICATION
THE
ENGLEWOOD HERALD
STATE OF COLORADO
COUNTY OF ARAPAHOE
ss
t. Karen L Brown, do solemnly swear
that I am the Editor of the
ENGLEWOOD HERALD
and that the same 1s a weekly newspa-
per published in the City of Utlleton in
the County of Arapahoe, State of
Colorado, and has a general circula-
tion therein ; that said newspaper has
been published continuously and unin-
terruptedly in said County of Antpa-
hoe for a per i od of more than 52
weeks prior to the first publication of
the annexed notice ; that said ,-spa-
per is entered 1n the Post Office of UI·
lleton, Colorado . as Second Class
Mail maner and that the said newspa-
per is a newspaper wrthin the meaning
of the act of the General Assembly of
the State of Colorado . approved
March 30, 1923. and entitled ·Legal
Notices and Advertisements· and
other acts relating to the printing and
publishing of legal notices and was
published in the regular and entire is-
sues of said newspaper , once each
week , on the same day of each
week. for a period of
2.__ consecutive insertions and that
the first publication of said notice was
~!,ff
The last publication of sa id notice was
in the i ssue of sa i d newspaper
dated
~/3,gftr
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Signature
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INGUWOOD
Ml1a o, IIWIJC MIMING
Nollce ia......, ..... -... City
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-,.anNOVallNll:13, ,-.•
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~of ~City Hall, _ ................... _
AN OIIDIIINCe APPIICMNG ntE
~ UNIT DIWLOPIIINT
IIIITIICT PLAN IN FUln'HIIRANCE
OI' THE IIIDEWLONENT OI'
ONDINLLA aTY IN TNE WA
IIOUNDED aY WUT NAM,DIN
AVINUE fU.1.211) ON TNE IOUTM,
IOUTH EL.An STIIEET OIi THE
IAST, WEIT FLOYD AVINUE ON
THE NOltTH, AND IOUTH IANTA n
DRIVE (U.S. Ill ON lME WEST,
CUIUIENTL Y ZONED 8-1, 8USINU8
DISTRICT TO A l'LANNED UNIT
OEYELOPMENT.
(COUNCIL 811.L NO. 711 All-...---
--In -.... puNc _..,.arln ...... lOlll-
i,, Ill City a.ti by 1.1111 p.111. an
NOVIIIBER 23, 11N. Any-. ........... _... .... ........
-.. -call ... City a.ti·•
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,, G E O R G E K. B A U M & C O M P A N Y
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Table ot Contents
• Contacts
• Location Map
Presentation Regarding
City of Englewood, Colorado
Civic Center Project
Certificates of Participation
Series 1998
No'llfflber 199B
• The Project and The Series 1998 COPs
• General Fund Financial Operations
• The City's Sales Tax
• Tax Base and Debt Burden
• Regional Economic and Demographic lnfonnation
TI!a lllrt · A tree gtOWS and blooms wllll brlnche, and leaWIS.
In much the same manner; a city brlndw °" w#fh "1NfS and
blooms wilt! lndustty and homes. The citr:le ,.,,,_,is order
and pro,ection. Just as a city is new,r pedect or CO/Tf)lete, an
lnptfect and inconJ,lefe "E' is contuJed in the matt The
color conflnn, lie.
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Contacts
• City of Englewood
3400 S. Elati
Englewood, Colorado 80110
(303) 762-2300
(303) 789-1125 (fax)
• Gary Sears, City Manager
(303) 762-2410
(303) 762-2408 (fax)
;
e-mail: gsearsOci.englewood.co.us
• Frank Giyglewicz. Director of Financial Services
(303) 762-2401
(303) 789-1125 (fax)
e-mail: fgryglewiczOci.englewood.co .us
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• Robert Simpson, Director of Neqlborhood and Business O..elopment
(303) 762-2346
(303) 762-2659 (fax)
e-mail: bsimpsonOci.englewood.co .us
• George K. Baum & Company
717 Seventeenth Street, Suite 2500
Denver, Colorado 80202
(303) 292-1600
(303) 293-9054 (fax)
• Vicki Mattox, Senior Vice President
e-mail: rnattoxOglcbllln.com
• KulakRock
717 Seventeenth Street, Suite 2800
Denver.Colorado~
(303) 297·2400
(303) 292.7799 (fax)
• Tom Peltz. Esq .
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Location Map
• The City of Englewood (the "City") is a uubln mlllicipllily localed wilhin Arapahoe Ccllllty and aqacent to
and directly south of the City and Coooty of Denver. Some of the major arterial 8"118 of the south Denver
metropolibrl areas are located with the City, including South Broadway and U.S. 285 (Hampden Avenue) which
bisect the City, and Santa Fe Drive which nn along the City's weetem border. The City's CUl1'9nt estimated
population is 32,500.
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The COPs and Project Description
• The $21 .530 million· in COPs are being issued to finance:
• the renovation, construction, acquisition and equipping of an existing building for use as the Englewood
Civic Center (also referred to as the "Leased Property");
• the construction, acquisition and installation of various public improvements including but not limited to a
portion of the costs of site demolition and preparation, streets, traffic spls and signage, public parking,
landscaping, public utilities, and pedestrian enhancements (the "Redevelopment Undertaking");
• the establishment of certain reserves; and
• costs of issuance .
• Struc:twe.
• 25years
• Debt service reserve account fooded by surety
• Capitalized interest for one year
• Maxinum annual debt service ("MADS") estimated at $1.58 miRion
• Background. The Englewood Civic Center is located within a larger redevelopment site comprising
approximately 51 acres and referred to as the "Redevelopment Site" or the "Englewood Town Center". The
Redevelopment Site, located just east of South Santa Fe Drive, west of South Broadway and north of West
Hampden Avenue, was former1y known as the Cinderella City Shopping Center (the "Mall"), which opened in
1968 as the largest enclosed man in the western United States. Prior to the Mall development, the area was
a 65-acre park. The Mal generated in excess of 50% of the City sales tax revenues in the 1970's. During
the 1980's, the lack of ~ or ninovatlon of the Mall, combined with increased regional competition, and
changes in conuner apending. had a negative Impact on the viability of the Mall, which resulted in steadily
declining sales tax revenues for the City.
• In the early 1990'8, the Cly r9taNd markating companies to investigate future retail needs and future use of
the site. N>lic '-ings on the redevelopment of the site were held RI requeats for qualifications for
redlr.elopment of the na were IOliclled in November 1994. In 1995, the City AIMl«y Group
l'8COfflll'Mlllded the Mller-Kllchell (now known as MilleDWeingarte Reily, U.C) propoaal for an
enterllinrnn're proilct. Dul to dallys in implemenling the propaul, adlllionll public hearings were held
in 1986 nt negatiltiol, wiltt lll1r,Weinglrten on a dei.1lapment plan were nllll'll8d.
• Tide to the Redli,elopment Sile is held by 118 Eugllwood Enwo11m1111al Fculdllion, Inc. (the "Corpo111io11",
the "Lasaor", or "EEF"). EEF was formed in 1997 for P11J1011 of """*Ill 118 tuden of government for the
City including taking title to 118 Rede\ 1lapment Sile lllcl arranging fore. pertormance of cerllin
environmental remeclalion IIMCII on the property. It is expected 1h11118 lite wl bl re-zoned to planned
unit development, mixed UN district. Furthermore, the Mal •IClOfflP•Hd approximately 1.3 milon equare
feet of retail and parking space which wl require demolition and a 1i1,1ific1nt lfflOll1t of fill for de'telopment .
Demolition of the Mall began in August, 1998 and is expected to bl complete in the spring of 1999.
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The COPs and Proiect Description lcontd .J
• Development Plan. The Englewood Environmental Foundation is currently completing the rezoning of the
Redevelopment Site as a planned unit development ('PUD') which is generally referred to a transit-oriented
development •• a pedestrian-friendly, mixed-use approach that will include retail, entertainment, residential,
open space, civic and cultural arts uses with a transit focal point •• as future development within the
Redevelopment Site is expected to include a light rail transit stop for the Southwest Corridor Light Rail
Transit Project (the 'Light Rail Project') of the Regional Transportation District ('RTD').
• The Muter Plan. The City Council adopted a resolution supporting the Master Plan proposed on August
10, 1998, for the Englewood Town Center development. A copy of this report entitled 'Englewood
Transit-Oriented Development ('TOD') Mixed Use Plan' prepared for the City Council and dated August 10,
1998 is provided separately from this presentation. This report includes plan drawings, and status reports
regarding the overall project. Land uses for the development are as follows:
Englewood Town Center· Propoaed Development U...
Size
Land Use (Groll Square Feet)
Englewood Civic Center 131,000
Wal-Mart 129,000
Master Developer Uses:
Movie Theater 100,000
Retail / Restaurant 64,000
Retail / Restaurant (Four Pad Sites) 56,000
Residential Developer Uses:
Retail / Restaurant / Non-Residential 400,000
Residential (291 Units) NIA
• The Engllwoocl Civic Cenllr. The Leased Property consists of a three-story retail building, constructed in
1985, and formerly occupied by Foley's, which is to be renovated and improved from a portion of the
proceeds of the COPs, for use as the Englewood Civic Center. The City anticipates that this building will be
used, among other things, for municipal courts , ml.l'licipal offices and a library. The Civic Center facility will
replace the existing Englewood City Hall which is located immediately east of the Redevelopment Site. The
existing City Hall was a manufacturing building prior to use as the City's municipal offices, ond is being
replaced due to inadequacies regarding, among others, site constraints, structural issues , electrical
systems, and ADA access . In February, 1998 EEF entered into an l988ffl8lll with David Owen Tryba
Architects ('Tryba'), of Denver, Colorado for the redesign of the Englewood Civic Center. Tryba has also
been separately engaged by Miller/Weingarten for, among other things, the urban desigl of the
Redevelopment S~e.
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The COPs and Project Description Ccontd.J
• Agreements. Agreements that the City has entered into or anticipates entering into with the various parties
involved with the Englewood Town Center are described in more detail in the POS under the headings:
Englewood Town Center • Wal-Mart Agreement; Englewood Town Center • Master Developer Agreement;
Englewood Town Center· Residential Development; and Englewood Town Center -Southwest Corridor Light
Rail Transit Line.
• Source of COP LIIN Payment. The COP lease payments will be made primarily from the City's General
Fl.lld. Approxinately 60% of the City's General Fund revenues are derived from sales and use taxes . See
page 9 for additional descriplion of the City's sales and use tax. The City anticipates that it will meet the
amual COP payments from available General Fund monies, without expectation of additional sales tax that
may be general8d from the proposed establishments at the Englewood Town Center. Such additional sales
tax were estimated (as of August 24, 1998) at $3.26 million on a gross basis, and $2.61 milion at ~ of
potential.
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General Fund-Revenues and Expenditures
City of Englewood, Colorado
Millions of Dollars
30 .--------------------------,
I • Ra.ww • Ellpadlinl I
25 · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·
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15
10
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1993 1994 1995 1996 1997
• The City of Englewood's fiscal year is JnJary 1 to December 31. The above chart depicts the General
Fund rel/8nues and expenditures plus other financing sources (uses).
• General Fund revenues totaled $26.74 milion in 1997, up 24.7% OY8r the 1993 total of $21 .45 milon.
Revenue growth averaged an amual increase of 5. 7%, driven prinarily by growth in sales and use taxes
(60.3% over the 1993 to 1997 period).
• General Fund expenditures rose to $25.74 milion in 1997 from $20.78 milion in 1993, an increase of
23.9%, or 5.5% annually.
• The City recorded an excees of revenues <MIi' expendibns, bllore tranaters, each of the last fNe years,
with the range from $878,268 in 1993 to $2 .47 milion in 1997 .
• Three of the last fNe years the City has made operating tranlfn, prinwily to the c:apilal prqects finis for
City improvements. In 1996 and 1997, the City trausftmld cxi $4.03 mlion and $1 .47 mlion , raepectively,
with the majority of transfers to the Capital Projects Fund to CXMK budgeted and •lticipated expendibns
which are part of the City's F1Y8 Veer Capital Plan .
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General Fund-Revenues and Expenditures
• The City's General Fund recorded positive net income four of the last five years . The deficit in 1996 was
attributable to the planned draw down of fund balances to cover capital improvements per the City's Five
Year Capital Plan.
• For the first nine months of 1998*, the City's General Fund revenues are up 22.4% over the first nine months
of 199r, with the increase due primarily to the year-to-dale sales and use tax increase of 25.1%. With
operamg expenses up 6.0% over 199r, the City's operating income of $4 .66 million is up nearly double from
the same period in 199r. The year-to-date net loss of ·$3.87 million, is down from the same period last year
($1 .14 rnlion), as the City has been makilg transfers from the General Food to the Capital Projects Foods to
pay com aaaocaed wilh the Englewood Town Center proiect. The City is anlicipalilg $7.30 mlion of
prqect l'lirnbll9nent proceeds from the Series 1998 COPs, which wt be UNd to llltor8 the food balance ........
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General Fund-Revenues and Expenditures ,
BvTvpe
City of Englewood, Colorado
Revenue Distribution
Percent of Total
120 -------------
1 •.._ and UN Tu 9Cltler Tu•· aetwaaa F°' ...._ , D1111..,;c.•• ._. ~•ot.ReNnu.""
100
80
1997 Expenditures, By Type
Public Safety
$11,775,821 (45.7%)
60 General Gove
$5,192,157
T ranafers Out
$1,474 ,000 (5.7%)
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20
0
1993 1994 1995 1996 1997
(20.2%)
Culture and Aecrealion
$3,759,047 (14.8%)
$3,539,322 (13.8%)
• In 1997, sales and use taxes were the largest revenue source , totaling $16 .11 miHion or 60 .3% of total General Fund
revenues of $26 .74 miNion . The City (in 1997) collected a total of 3.5 cenl8 per dollar in sales tax and use tax. the
receipts of which are almost entirely collected by the General Fund . (The exceptions are the builcing and vehicle use
taxes which are directed to the City's Plillic 1111)fOV911'1811 Fund .) See nut,,.,,, tor addltlonal.,.. end.,.. tu
deacrlptlon. Sales and use taxes are up 20.2% since 1993.
• Other taxes• were the second largest General Fund revenue source--at 14.9% of the total or $3.98 million in 1997 .
Other taxes' include the taxes on utlllties, property, cigarelle, apecific ownerehip, hotel/motel and admissions , and are up
15 .1% over 1993. The growth in other taxes' is driven largely by its two largest corr~ouents : utilities (franchise fees) and
property taxes. The utilities tax coq,riaed 6.1 % of total l'8Y8l)U88 and incr8aaed 13.4% OYer the lasl !Ne years, due
primarily to increased rates and usage . Prq,erty taxes coqlrilled 5.6% of General Fund nMIOU88, and incr8aaed 14.6%
over the last five years , with the growth due to ( 1) iqlrovemenls in 88S888ed valuation , and (2) the addition of previously
e~ property added to tax rolls (Swedish Hoapital -Cokffl>ia Heallh One).
• Charges for services were the third largest General Fund revenue source accounting for $2 .55 million or 9.5% of the
total . Overall the City's distribution of revenues has been very stable over the last five years .
• The largest 1997 expenditures were for public safety (45 .7%); general government (20.2%); culture and recreation
(14 .6%); and public works (13 .6%). Transfers out (to the capital projects fund) accounted for 5.7% of the 1997 total , and
were used primarily for the City's Five Year capital Plan .
• Other .... include : """'-. p,opMy. .,.n, . .,,.:lie
~. llolill,moMI, r,d -*"INlons .
.. Other-Include: ~ r,d ,,.,,,.., ,,_ and
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The Citv·s Sales and Use Tax
City of Englewood, Colorado
Sales and Use Tax
Millions of Dollars
Retell Sales
Millions of Dollars
20.-------------, 600 .-------------,
500
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400
10 300
200
5
100
0 0
93 94 ss 96 97 9r se· 1993 1994 1995 1996 1997
• As discussed previously, approxinately 60% of the City's General Fund revn,es n comprised of sales and
use taxes. The City currently imposes a 3.5% sales tax, which has been in place since 1988. All sales and use
tax receipts are collected by the General Fund with the exception of the buiklng and vehicle use taxes which
are received by the Public Improvement Fund.
• The City's 1997 sales im use tax~ totaled $16.11 million, 14> 20.2%from the 1993 level of $13.41
million . The City's in sales im use tax oollec:tions is due to the strong local economy. For the first nine months
of 1998*, sales and use tax is 14> 25.1% over the same period in 199T.
• Hlatoricll Retail SIIII. Retail sales in the City of Englewood totaled $498.1 million in 1997, 14> 17.7% over
1993 and up 6.4% from 1996.
• According to the City's Finance Department, there n 3,562 licensed accooots which remit sales tax to the City.
Five (5) of these businesses collected 18.7%of all sales tax in 1997, and an additional five (5) collected 7.8%of
all sales tax . Therefore, the top ten generators of sales tax accounted for 26.5% of total sales tax collections.
(Information regarding the distribution of sales tax is prohibited by the Englewood Municipal Code, as it prohibits
revealing sales tax information which would identify a particular taxpayer.)
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The Citv's Sales and Use Tax . Bv Area
City of Englewaad, Colorado
l:flllllaN lllallld U.Cal II .. IJ Ml • The City records sales and use tax activity by twelve
•areas• (and a thirteenth category for regular use tax
on manufacturers who do not collect retail sales). -'"87
'"86
'"89•
Alel4
Alel8
'"83
A11111·
Areas
Alel2
u.
Alel1
Alea 10
Alea 12
Anl1
Anl2
An13
Anl4
ANl5
Anal
ANl7
Anal
Anal
Anl10
Anl11
An112
1117 'JI.a__.
Calul • 'Jl.ofTGIII .. .,
$6,140,287 35.1% 42.8%
2,750,864 15.7% 36.3%
1,785,151 10.1% 14.2%
1,671,518 9.8% 32.5%
1,489,8112 8.8% 12.5%
1,347,850 7.7% 9.9%
1156,4118 ~ 10.8%
543,180 3.1% 211.2%
370,1:M 21% 14.8%
'B1111 1.9% ·31 .3%
78,8114 o.5% ·95.1%
22,4118 0.1% 26.0%
8,082 o.0% 94.2%
$17,484,117 1IIO.O% 13.8%
Cinderella Cly
S. al v•. N. al Kenyan bllwNn Blnnock &
Shannan (axcludel EURA 1)
S. al Kenyon, N. al Chanlngo balwean Bannock
& Shannan 111d S. al Chanlngo, N. al Bellwood
balween L.oglll 111d Delaware
Brookridge Shoppi1g Cer1llr
Cenllmll Ml w. al Sanla Ft
Al ofllf Cly locllianl
Olaide Cly linill
Nllic Ulililie& (Nllic SeNice, U.S. WIit)
EURA 1 • Downwn & Englewood Parkway na
(sales tax)
EURA 1 Use Tax
EURA 2 • S. of 285, N. al Kenyon balwean Jason
111d Santa Fe
EURA 2 Use Tax
• The top five •areas• 8CCOIJ'lted for 79 .1% of total sales
and use tax receipts in 1997.
• Pwctl8S8S made outside of the City but delivered to
points wilhin Englewood (Area 7) make ~ the largest
•area• of sales and use tax receipts (35.1% in 1997).
• All other City locations (Area 6) are the second largest
(15.7%), folowed by Area 9 (14.2%), and Area 4
Brookridge Shopping Center (9.6%).
• Over the last three years Area 7 and Area 6 comprise a
par share of the sales and tax dislri>ulion, with
Area 1 (Cinderella City) comp1 isilg less .
• At, deaat>ed in The Project section, with
redevelopment activities at the former Cinderella City,
vety little sales and use tax is collected from this area.
The City has acpted to the dininishing level of
Cinderella City sales tax. In 1974, Cinderella City
receipls 8CCOlllted for 41.1 % of General Fllld
revenues. This reliance decreased to 17.5% in 1984
and 4.5% in 1994. In 1997, Cinderella City raceipls
8CCOll1t8d for 0.3% of the City's General Fllld
revenuN.
'' Cir ,1,fu'r a 7' ul,a/,
·s..-~torAlamlland ,, ..._ ......
wNdl • UIWmallly dllte..d ID EURA.
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General Fund-Fund Balance Performance
City of Englewood, Colorado
Fund Balance Performance
Millions of Dollars
12 ,----------------,
10
8
6
4
2
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1993 1994 1995 1996 1997
Unreaerved Fund Balance As A
Percentage of Operating Expenditures
Percent
50,--------------,
40
30
20
10
0
1993 1994 1995 1996 1997
• The Cily'a 1997 General Fund-fin! balance was $8.68 milion and was coq,rised of $7 .28 million in unreserved lunds
(83.9% ol the total) and $1 .40 million In l888N9d funds (16 .1%). AeseMld lunds Include a ConstitutionaHy required
reserve (TABOR), that has existed since 1993.
• General Fund fund balance levels are down from the 1995 high of $9 .94 million, as the City has trensferrad monies from
fund balance to fund its F"IV8 Year Capital Plan .
• Un18881Wd fin! balance as a percent ol General Fund operating expenditures was 30 .0% in 1997, up from the 1993
level ol 18.4%, but down from the 1995 high ol 41 .4%. Again changes in the City's fin! balance margin are due to use ol
funds tor capital~ as deacrl>ed above .
• Through the first nine months ol 1998, the City has trensferrad monies from the General Fund ($8 .53 milion), primarily to
provide funding tor the Cinderela City Redewllopment Project ($6.40 milon) and suppol1 ongoing F"IV8 Year Capital Plan
projects ($1 .71 million). The City anticipates reimburaement ol up to $7 .3 milion in Series 1998 COP proceeds to cover
its costs associated with the Redevelopment Project . The&e lunds wil be uaed to rebuild the City's General Fund-fund
balance .
• The City maintains a fund balance policy regarding General Fund l'8S8N9S as follows : (1) emergency reserve in
~iance with Article X, Section 20 of the State Constitution ("TABOR"); (2) unreserved fund balance of twelve (12)
percent of total budgeted revenues ; and (3) contingency reserve of one percent ol General Fund budgeted revenues to
provide for unanticipated expenditures of a non-recurring nature .
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Statement ot Revenues . Expenditures and
Changes in Fund Balance
FilcolYNrE~D-'1 1 jt M-1 E~ Sooa•or il0 1
1111 JIil 1111 .!Ill JIil ' lllr. JIii:
RewenuH I Tau,
I S11t11nd UN l1U05,717 IU ... 7.111 1u.u•.2u ,,, ... ,.,11 111.112 .•sr 111 .110 .011 ,,,.,,.,uo
u .. , , ... 0.211 1,525.121 1,511 ,772 1,117.113 1,113,217 1,013.211 1,117 ,1'7
Proper_. 1,311,18 1)15,10. 1,30l,2IO 1,312,213 1,50l,3 ..
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, .• 11.175 1,109 ... 2
Cig111• 521 .11• Ml.Ill SU,072 517,305 IOI.II• .. , ... , '50.216
Speclcownerlhip 1•1.115 117 ,111 170 ... 0 112,131 209,351 1t0,C21 157.122
H .. 1/-1 11,313 12)51 ,.m 1,172 11,351 1,371 1.531
AdnlilliDnt JLlli1 l.llQ U11. I.111 Ull IJlil. lUli
T«.-IT11u 11.113 .131 17 ,022,131 11.102.011 11 ,151,11< 20 .0I0.115 14,Pl,SO. 11 ., ......
c ................ 2,157,123 Z,131,131 UH.211 2,U5,503 1,551.11' 1,llt.107 2,021.IIO ................ , ..... 1,011.112 171.MO ,.,., .... 1.2".HO IJIS,JU U.,Ol7 171,112
i.-.... ,.. .. .... 51 •10.1 .. 510,127 •N.7'5 Ml,151 '"·'" 00.115
F_ .... IDrtlvn 135,3<2 557.1,. .. 0.570 '55,50 509 ,713 111.,.0 '51,1.0 kl., .. , ... 737 HI.IOI 05,751 •H,IOI ....... QJ.761 212.171
Oller lZLlll lJA.Jli -l.&Ua .ltlJll 11.LW. ILAl1
T.-JRewenun 21 ,,01 ,570 21 ,141,11' 22.IM.121 23,110 .... H,73U77 11,171,'51 22,312,355
1a,. ........ c.,,..,_..,. ,_..._ 1,771,537 1,171.351 1,371.IOI 10,727 J4 1 11 ,775.01 7.112 ,170 l ,kl,131
GPeral to•..,"'"'"' •.u<.351 •. ,10.121 •.• 51,52 1 ,,111,.12:2 5,112 ,1 57 s,,n,,21 •.GJl.231
cua.1andrectNtlMI 2,k0.115 2,331 ,035 2.JIO .... 3,112 ,701 3,761,0.7 2,171.tff 1,0.0,522
Pulkworb u.u.w. UlJ.W Ull.W. l.llUll UIUl2. .LZALZZl L.lfll..Ul.
ToaJEa,.-n 20 ,0J,il02 ~O .Ol5 .H1 20 ,720 ,W 22 ... 1.551 2'.211.3<7 11,725,122 17 ,722.lilO
E1CN1 ofrewenutt owe, .. ,.,...," 171.211 1.m.221 1.IIJ.7N 1,211,0l5 2.•70.1il0 2)52,UI •.15 ... 25
OllerF ........ S--(U-)
o,e, .... ,-.1n 110-...... , I.OH UIO , .... 0 0
Oporo .. ,-. ... IIWIIIQl. a a WIIUW IJ..W.tlllal. il.1lJMlll lUILlll81
T .. IOllerF ......... -(U-) (207.0001 '""" 2,0H (-.Ott,.UI (1,•11.1121 I (1 ,11-.0001 (1.521.500 1
ExONI 1Nlc8Myl Dfrew...,.. _, ollet
IOUtCfl on, (lfflder) 11,endll.wH and -.r 171,211 1,115.11• 1,115,PI (2 ,7I0,317 1 111,171 1,131,UI (1-.0751 -
FYftdlolo-.......... 3,ft0.007 •.111.275 1.271,111
.... _
7,171.102 7.171.IOI 1,177,SIO
R-ool"l.,._1-.III( .... 0 IG0,000
R_!...,_.loflffld-(11 1.115,NI 0
flfa,lalNN,N.ial M.11.1.W. ILW.I.III, .auaa llMUIII. auu.-~ ~
h•••-.. c,a,oollloo
R .. rvff 1125,111 Sl7013 11,312,115 11 .115,Dtt 1 1,JN,171 l1.270MO 1 1.1 0I.IOI
Uftf ...,ved UllJll l.llUll WUli LIIUZl WlUlll II.MUil W8Ull
Toa l Fund lallnce M.11.1.W. ILW.I.III, IUlla llMUIII. auu.-~ ~
• IH11nd lllldar. lorW•,..,. ''""'"'oflltal,..r.
(1/A•-•llnf,,.,.,dt••ff-ldo/>llfldlltitf ...... _ ....... ,.,.-o/GA5151o-1No.ll. Are•-~ ............... _...,.
ID fto D.-nt,r JI, INS 0.nOfolFunlllVnd ... _ lo, D-Hf IHI-I
Sol/fee: Cly ol En,i,-. Colo<od<>, c..,,,.-AnrwolFNocill II-IHJ.IH1
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Salee and U. T-
$14,800,000 (11.1"')
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City of Englewood, Colorado
Salaly SeMcN
111.580,431 (42.I"')
lnllNII/Mle 1·•-1114.250 (2.3"')
~and FortaiuN :..::.i=
1578.575 (2.4"') lnlegowm.,•11111
11.2112.111 (5.3%)
T,......lor
Caplll!Plajec;ta
11 ,710,000 (1.3%) °'*--Cl*DN tor 8eMcN $3,IMl.800 (11.3%) 12.533,411 (10.5'JI.)
• Total General Fllld l"IIIWIU88 818 budgeted at $24.21 milion for 1998, an irlCf8lle of 3.0% Olt'9r the 1997 Budget.
The largest revenue aouroe wl be sales and we taxes, which are budgeead to irlCf8lle 5.0% Olt'9r the 1997
Budget figt,88 and wil comprise 61.1 % of Iha Budget Olher tax•. which ara prirnarly franchiae (Ulities) taxes
and property tax•. 1CCCU1t for 16.3% of 1998 Budget l'MnU88. Charges for 88MC81/18Cf811ioo 8CC0111t for 10.5% of General Fllld Budget l'MnUeS.
• General Fllld 8xpendues 818 budgeted at $27.04 mllon, will the 1argast 8ICpll'ICibns for safety NrVices
(42.8%) and general go119mm1111 (20.4%). Transfers for capital projects acccuit for 6.3% of the 1998 General
Fllld Budget and wl be Ulld to hnf the City's ongoing Five Veer Capital Plan.
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George K. Baum & Company I
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Assessed Valuation Historv and Mill Levv
City of Englewood, Colorado
Millions of Dollars
350 .----~~~~~~~~~~~~~~~~~~~~~~~~~~---.
300
250
200
150
100
50
0
1993 1994 1995
• The City ol Englewood's praliminlry 1111111" ..-i value mtalad
$309.62 mlion, up 1.3%CMr 11187, 111d up 31.2"4silc:e 11183.
The Cly apaiellCld ill~ pelioda ol i,owll (CMr .. 111119
lo 11187 period) in IIINlld value in 11187 (15.5%) 111d 11188
(10.0%). Growlh in 11187 wa cu lo .. fad 1hlt 1987 wa a
18111111 renl year 111d fflllllat value~ in Englewood
18111111111 W81818CX9liZed. GfOwlh cuilg 11188 WIS CU in large
pert ID the incleue in CClllll'l8ltill plOpllty IS Swdltl Ho&pilal
which WIS previously lax ... wa mild lo Iha lax rolls aflar
affiliation will CoilJnbia, a lor1)1Qfit entity.
• Growlh in bolh COIM1lltial (47.2%) 111d lllidentill (25.8%)
plOpllty Vllues has CNll'I .. City's CMlll -.811 value
incleases cuilg lhe 1994 lo 1998 period.
• For 19118", Iha lalge&t plOpllty elm ill ,._ .i by commen:ia1
prcpll1y at 49.6% ol lhe total , lollowed by l9llidenlial 1139.0'4 rd
incutrill (5 .9%) .
• The City's mil levy WIS 7.397 mills b-collection year 11187, down
horn 8.315 mlion in 1993. The Genni Fllldmil levy has
remained oon&tanl at 5.880 mill, wilh Iha mill levy tor bond
~ decrlllling over the last live years u lo increasing
prcpll1y lax Vllues, while debl IINice remained l9laliYely
~i ~ r o,,1sr ,.,, u/n/,
1996 1997 1998.
1998* Aa11 .. ec1 YIIIUllllon, By Claea
eon-clal
$153,487,020 (49.11%)
Olher""
$2,448,410 (0.11%)
SW.Al-«!
$14,533,100 (4.7%)
lndultrial
$18,384,480 (5 .11%)
-~_.., .... otAugwt , •. ThelMI
_...,..,. ... bet*-"in~
•• 0... indudN: _,,,_, (0."') -~ (0. '")-
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Actual Value and Top Ten Taxnavers
City of Englewood, Colorado
Billions of Dollars (bars)
2.5
2.0
1.5
1.0
0 .5
0 .0
1993 1994 1995
• The Cly's 1998" lllinllad actual value ii S1 .811 bi1on. 14> 0.8%
(N8f 1997, and 14153.8% since 1993. The 1191111,... ol lClull
valullion i,owti ((NI( lhe 1993 IO 1998" period) wa flOm 1994 IO
1995 (21 .1 %) wilh lhe aecond h9lllt from 1996 IO 1997 (20.8%).
• The lop ten 11xp1y8rS ICCCUII for 15.0% ol lhe Cly's 1998
colectionll, will lhe llrgaat. Courtia HelthOne ICCOll1ling for
7.3% ol lhe total . U.S. Weal and N>lic Senrice Coqllriy accourt
fo, lhe next 11,gNt at 2.0% and 1.4%, reapectively.
• The cistrWion ol 1998" actual value, by ctasa ia a follows:
Elllalllcl ,._.
a-ACIIIIIVIIIII of TOIII
Aelidlr1lill $1 ,238,933,182 115.e,.
Commlltill 529,2115,5118 21.0%
lndulnl 83,314 ,793 3.4%
Slate AIINMd 50 ,114,1 38 2ft.
Vlcanl Land 7,198,518 0.4%
AgriMn 1,244,207 0.1%
$1,881,150,473 100.0%
• Actual value per capita tculed $58, 189 in 1998", 14> 0.8% (N8f
1996 1997
Counbia HellllhOne
U.S .Weat
Public Service Co
Welllford Marks (Apt
Northern Englawood L
Wilcerlon Corp (Mfg)
HNllhOne & Swediltl
EQR Marks A UC (Apt
Really A-,c Fund (I
Really A-,c Fund (I
1997 and 14> 49 .9% since 1993. :,, 0 2 4 6 8
Percent of Total
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Debt Burden
• The Cly Clllriy llllftlinl $31.41 mlian ii long WIii dltlt, IIIOII c:I which ii~ i,, nM1U1 al.-IWI property llal. The
Cly's clrlct 911*11 abligllian dlbt • c:I NcMnm 1, 1888 ii 12.055 maan. The Slrill 19114 G.O. Bondi tor .. Cly's camnuily
cenlllr wl be paid oll ii 2002 . A llffllWf d long wm dlbt ii • talawl:
o...l Oilllglllall DIIII
Suppcllllcl i,, Ad Yllollm T-(Colmuily Cenllr)
wc.ne ..........
Suppcllllcl i,, Gal Collll Finl Rlwlrul
CalaladDWllll'....._ad,._D, 7 ; IA11171111y
Suppcllllcl i,, Wlllar Finl Rlwlrul
Suppcllllcl i,, s.. Finl RMlua
ftmdC>i 1 ••
S 2,055,000
3,7al,OOO
15,143,111
104,14123
$31,412,234
• ~ dltlt, • c:I NcMnmar 1, 1888. which ii IIIPiC:abla ID .. Cly IDlllld $11.38 mlian and wa c:oq,rilld • talawl: ... C ... ,._. Apfl7call7a ... alDIIII -. -a...:v.. G.O. D11111 IDClw IDClw
Erlglawood School Dillllil:t No. 1 S 255, 184,380 S 11,4711,308 78.2% S 8,918,817
Q.-ry CIiek 5c:tlool Dillllil:t No . 5 2,372,312,930 240,786,000 0.4% 963,olKI
UMln School Dillllil:t No. 6 783, 784,350 58,825,000 2.1% 1,235,325
Slwml School Diallic:t No. 2 86,680,080 11,355,000 21 .0'!I, 2,384,550
TCIIII Owaltlpping Dlbt $11,381,367
• The Cly's 1111 clrlct dlbt ludln, a c:I NcMrlm 1, 1888 ii 183 7* Clllill and 0.1% a I ..... c:I DIii .... The a.al dlbt
buldlrl ii $415 7*capill and 0.7"" a I 1*1*11 c:I DIii Wllua. A 111111WY 117111 ii• Falla:
l'llpialan (1•1 32,500
Aaad VIUIIIDn (1•1 '1Dl.122.510
EIII-.I Acllll VIUIIDn ( 1-, s1.-1.1S0,473 .......... ... ,.
Olalall ..... AIIIII
111111 ao.a. .... c:.----~ Dnc:I DIii! l2,015,000 113 O.M 0.1'!(,
OwllllA*III DIii! 11,311,317 350 S.87'!r, o.n.
Ow ... 1>1111 $13,411,317 '413 4.ffl 0.7"
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George K. Baum & Company I
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Unemplovment Rates
Comparative Data
Percent
8
7 l • MpOt,oe eouney • CMSA a Colcndo • Uniled si.. I
6
5
4
3
2
0
1993 1994 1995 1996 1997
• For the tllfowi)g ermomc and dlmot,lphic 1Mw. illonnafion rega,d;rQ the Cly, ~ Coiny (the 'Cocny'), 116
Denver-Bouder Consoilaad Mleopclllila1 5rllillica/ Ania (fre 'CMSA '), and 116 Slalll will be p,wnllld • _..._
• Arapahoe Colny's 199711111,4*1,mn na-,aged 2.4%, kwllwl the CMSA (2 .8%) and national (5 .0%)-.ges. The
amnt ~ lall ii the Colnys lowSII IMI i't 1111987 ID 1987 period .
• The Ccully'11N11"*""*11 -hll '-1 blkJW 1h11 of Ill CMSA, ....... and nlllion 8IICh ol the 1111 five years.
• The ~ ras for the monll of July this yell" M coq,nd ID 1111 yell" 119 • tolows:
Arapahoe Ccu'lly
CMSA
Cololldo'
United States'
• The lalgest employers" wilhin the CMSA include :
Finn
US West, Inc.
Kilg Soopels, Inc .
Counbis HeallhOne LLC
Cenlln Heallh Sys1ams
United Aillines
Lockhesd Martin Aslronaulics
Lucent Tech IOlogiea Inc .
Safeway Inc .
E.,.,ia Heellhclle
Coors Bnlwim eon..,y
Jia..lB
2.4%
2.8%
3.3%
4.5%
PlmlCt or llsrvlcl
Tallc:armu1iclli Selvices
Retail Food SIDnl
Heallllcn
Helllclre
Commen:ill Ailina
Aaloepace °"91
~
2.3%
2.7%
3.2%
4.9%
iEIIIIMlld No. of E1 , 11 ,-.
14,756
13,530
9,287
8,020
7,978
7,360
Talec:omrlulicll Equipment Mir 6,363
Retail Food SIDnl 5,959
Heallllcn PIOvider 5,800 ·-4,100
·s-.1),---.
.. Soun»: Tire o.-a.--~. Ai..-, 21-27. ,,.
.soi-: Cob,adl) ~ol,..,,Md ~ Md lndMdual E"""1YWS
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Average Annual ccoveredl Emplovment
Thousands of Persons {bars) Percent Change (lines)
300.---~~~~~~~~~~~~~~~~~~~~~~~~~~----,7
250
200
150
100
50
0
1993 1994 1995
• Anlpnl Ccuty'a ~ ••IPk>,nlm (br pllce d work)
.._ 250,110 in 1•1. I gain d 5ft CMr 1N8. In Clnlall, CMSA
gnMll-4-"' and-. jab gnMll-4A (Dia tar 111N ia na1
yat ....... , Since 1113, 1w Caunl;I IIIIIHlgliclAnl .......... Im
incl-«l '0.1~ IIWlll'lai 1w 5-,-CMSA gnMII d 15.ft and-.
gnMllllilld11.1"J,.
• ~in AnlpnlCounly~...,,-1wCMSAand-.
Mllgll llCII dlw ..... ,.... . ~.!Mand.,, .. Hclullldl SuMr (prior PIii) 1111111d
270,719in1N7. Thlclllllrain• ....... -dnat,20.000
indi:1111 lhll "*!V rllidlnll d Anlpnl County CXlllfflM ID jabl
ellNhel8 in .. CMSA or 119 .. anplo,ld.
• For 1•1. goocll1)IOducil ir11U1ri11 (IIWUll:Uilg. oan-.c1iDn and
mining) ICCOllllld tar 12.l'J(, d 1w jabl in 1w County,~ 11111 ·
203"" tar lw llllion. Wlwl 1w CMSA, goodl-bwd .. ........
-* tar 11.s,r, d jabl w11im1 ...._ 1w paill lwt .... 1w CMSA
ha I nwUlduling lae wtliml ii.._ ID 1w raana1-., 1111111 d
.. CMSA'l~jabl119wti'llwabrCMSA
CDll1lill.
• SIMce-bwd malriN ICCllll1I tar 78.ft. d .. County jaba. ~
wiltl 13.7% tar .. llllion. wllil gMlilllR jabl ICOOll'II for 10.s,r, d
lalll •,11*>,mn. ~ ... 18.0"J, tar lw llllion. S.llicl-bald
jabl in 1w CMSA ICCCUllld tar 17.0"J, d 1w ............
ll(Mll1fflllll coqJliling 15-"' d 1w CMSA jaba.
1996 1997
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~olTotll
'' .... ,. .. ,,1 ..
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F.1.R.E. • Aw1C1. ....... ttal E.-.
a.-; Clilllillld, O.• ·-·al,..,.,,.,,,, E, ......... 11; Md ,-u.s. a-o1,..,_-......
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Population and Residential Building
City of Englewood, Colorado
Thousands of Pentons 35--------------------------,
30
25
20
15
10
5
0 11113 1994 1115 1118 1187 1118
• Thi City d Englllwood'• 1918 population w 32,500, • 2.8% flonl 1111983 llvel d 31,681. Thi City's
papllllion 101X11nS tor 7.1% d .. Ccully's 1'ill1 papMon d 451.197. Thi Ccully's papMon (1hrolqt
1111) ii• 1 . ..-.a. .. 1m 1M1 d 427,735.
• Thllllllllilgllllll ........ hlllDltcll papMnn 111d..,. _Gatng .. 1mlD 1117 pariodtar
.. Cly, C'Au!IJ, CMSA 111d 91111 (1•-• natNllllllflaffl Cdaram Dltliogl ...... Ollal). L:.~----aL...:.all-------....... ~ ....... .,., ., . ., ... .,..,. .. ,.__ ... ... ... ... ... IA ---~ C .JII -..i .... •1• --...... c-.. ... DA 0A ... ... 1ft
CIIIA a.a.111 .... a.an• l.11Ul1 1.-.... ...__ DA DA ... ... DA 1ft
c... ...... .... 1.Nl.111 Ull.1?1 ...... .....a.. ... ... ... ... ... IA
• Building perml activity tor new rllidllllilll CDnlNlon ..agld 1U permlll ~ CMI' .. 1983 ID
, ., period. Modllt building ICIMly in .. Nlidll .. ffllltrlt ....... Cly's Ill* d Nllllll llrld
dlt.olloprnlrD--,e cornlt ID IMrll Dlhlr Ona nao .. CDlfflUlilill.
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eomparattve Data
Do#ars
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0 1992 1993 1994 1985 1986
• P• capita income in ArlpalOI Coll1ly (amdiug ID tw U.S. 8llal d Economic ~) waa above tw
CMSA. 1w "* and nalionll Mllgll ..-:h .,_ in tw 11182 IO 19118 (moll recert dlll) period. In
additian , five.,_ income i,ow11 (24.8%) __. Ill CMSA (23.8%), Ill.-(22.1%) and nllion
(18.4%).
• The 1996 per capita income tor lhe Colny, CMSA. stlte and nllion Is M follows:
19118 Per C<lll1IY
C:d!IDGPIDI PtlJldwe
Arapahoe Coll1ly $32,522
CMSA $29,316 110.9%
Colorado $25,740 126.3"'
United States $24 ,436 133.1%
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NEW ISSUE
BOOK-ENTRY ONLY
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PRELll\11 ARY OFFICIAL STATEMENT DATED NOVEMBER 12 , 1998
RATINGS: Moody'• "Aaa"
Standard & Poor'1 .. AAA,.
I NSURANCE: MBIA ln1unnce Corporation
UNDERLYING RATIN G: Moody's "8 .. 1"
StandllJ"d & l'oor's "888"
(S.. "MISCEUANEOUS-llatings'')
In lh t opuuon of /Jon.d Counstl. wultr c.uJrmg laws , regulations, rulings and judicial decisions and assuming compliance l,y tht City wUh
u rtam co~·t nants, tht portwn of iht Bast Rtn1als payablt by 1.ht C,ry wluch is duigtwttd and paid as inurrst, us p,01,1;,ded in tht Ltast, and
rt.ctfred by tht o~·ntr.r of tht Q n if1eatts ,s txcludtd from gross me.~ for fuitral or Statt of Colorado incomt tax purposts and is nOI a specific
ittm of rax prr/trtnct fo r pu,posu of tht ftdtrul altt.nwlwt minimum tax. &t tM caption "TAX MA1TE RS " herein .
$21,530,000
~~ CERTIFICATES OF PARTICIPATION
, ..... , (Civic: Center Project) Illar.., ~ evidencing undivided interests in
the right to receive certain revenues payable by the
Cl'IY OF ENGLEWOOD, COWRADO
under a Lease Purchase Agreement dated as of December I , 1998
Dated: llocflnbtt I, 19'8 0..: J ... I, u sbown below
The Certificates of Pa rticipation. Series 1998 (the "Certificates") evidence assignments of proponio nate und1vuk.d int e rests in certain
payments pursuant to an annually renewable Lease Purchase Agreement dated as of December 1. 1998 (the "Leuc") by and between the
Englewood Environmen1al Founda11o n, lnc. (the "'Corporation") and the City of Englewood, Colorado (the "City"). lnterest o n the
Certificates is payable o n June 1 and December J of each year, commenci ng June J , 1999. The Ccn1ficates have been issued pursuant to a
Mortgage and Indenture o f Tru t dated as of December I , 1998 (the "Indentu re "), by and between The Bank of Cherry Creek, N.A .. 1n
Denver, Colorado. as trustee (the ''Trustee''), and the Corporatio n. The Certificates are to be delivered in book-entry form only. n:g1s1ered
in the name of Cede & Co., the nommce of The Depository Trust Company ("DTC"), New York, New Yo rk , act,ng as secu nues ckpos1tory
for the Un1fic.atcs Purchasers of the Ct:nificates will not receive cenificales representing their ownership interests in the Certificates. The
principal of. premium . if any, and 1nteres1 o n lhe Certificates are payable to OTC. which will remit sudl payments to DTC Partk1 panlS (as
defin ed herein), -.ho will 111 tum remit such payments to the Bt:nc:ficial Owners (as dtfined herein) of the Certificates. The: Certificates
mature, bear per annum m1eres1 and arc pnced as follows :
MATURITY SCHEDULE
MaturityD_.., Prillcipal l•trra:I Price or Maturity Dllk Priadpal lntu<st Prk-r or
u-•i "-I Rak Yield u-1, -· lute Yidd
2001 5555 .000 --%---%-2007 5705.000 % %
2002 575,000 2008 735 ,000
2003 600.000 2009 765 ,000
2004 620.000 2lll0 800,000
2005 650,000 2011 840,000
2006 675.000 20 12 880,000
2013 920.000
55,345.-'l, T-Certillalla d• J-I, 2111--hia, ..
$6.165-'l, T-Catlllcaln d• J-I, 2'23-¥rice ..
Payment o f the principal of and inte rest on the Cert ificates when due wi ll be in1ured by a Financial Guaranty Insurance Policy to be
issued by MBIA Insurance Corporation si multaneously with the delivery of the Ccnificates .
.MBIA
The Ccr11fica tes arc bc:ing issued to finance the renovat ion, construction, acquisi1ion, and equipping of an exasting building fo r ~ a~ a
ity Civic Center (which improve me nts comprise the "Leased Pro perty"), (ii) 1hc construction. acquisition and instaJlation of vario us publi c
im provements within a reckvelopment site . (11i) the establishment of certain reserves, and (rv) the costs of issuance of the Ccrtificct tes
Th< Cm,ficat<S ur, payable soldy from (1) annually appropna1<d Base 11Ln1a/s and any Purr:has, Option Price paul by th< Cit)• w,d,r t~
Lt.aJt.; (u) mont)'S ht.Id 1r;, 1M Truslt.t. ,n iht Ct.r11ficatt Fund, iht Ratn'f! FIUld and tht Projt.et A ccount crrattd wuhr tlu! lndt.nlurt; and
/Iii/ f ollo.-mg an £,.,,., of Nonapproprwtion or an frtm of lkfaub undtr rlu! uau, any moneys rtww.d by tht Trustu from th< sal, or l,DM of
IN uiutd Pro~,ry or tM <Ur<IS< of otlo,.r rtm,dks Ulllkr tlot UDR and 1/,,. l ndtmMn. N o pro1uwn oft~ Cmif1CJJ1ts, tlo,. lnd,ruurt, th, Lea,,
or th, Agrttmtm to CoMtn,ct (d<{INd htrtin) sha ll be constnu,d or imtrptekd /a) to thrttd)' or whnctly obl'8"tt tM C11y 10 mak, an y parm,m
many F,scal foir III actss of amourus appropnawl for su,:h Fiscal Ya,r; (b) as crtOIUIB a tkbt or nwluplt {l!!Cal ytar dirtct or mdvtct dtbt or
oth,r f,nanc ,a/ obligot ,on • hats<><•'<r of tM C11J• •·itloin th< mtan,11/{ of Ankk XI, Stction 6 or Arock X , Stctioft 20 of rlu! Colorado co,utuu11011 or
um, oiht.r cons1t1uuo,w/ o r .uarwon1 /11m11J11 o n or pronswn; or (c) as a dt.lqotwn of gol,'f!,nm~ltlal po,w,r, by tM City.
THE CERTIFICATES ARE SUBJECT TO REDEMPTION PRIOR TO MAllJRITY AS DESCRIBED HEREIN.
Tbb c:o .. ,· -aNl&ala1 <atala I.,.,..__ l'or qald< nl.,_ 0111J. It Is_, a.-,,, .r 11111 I-. lllftll8n •ut ,._ tlol1 tlllln
Offldal S-to oblaia lat-H.-.J to aMilla an laforaotl I-~ a:M• ,.-.-.i.a to tt.. ..aioa
.. dtled ~RI SK FACTORS".
The Ccrt11icatcs re o ffered ,.·hen. as . and 1f 1"511ed by th< Ci ty and accepted by th< Underwriter named below, subJCCI t o the a pproval o f
kgaht y and a:rt aan o ther matters by Kutak Rock , Denver, Colorado, as Bond Counsel, and to a:na.n ocher oondit>0n1. It r• expected that thc
Certifi ca te will be available for delivery th ro ugh the faci lities of DTC in New York , New York, on or about December 29, 1998
George K. Baum & G,mpany
I NVUTMUfT IAN•u.1
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CITY OF ENGLEWOOD, COLORADO
CltyCoudl
Thomu J. 81.m1, Mayor
A1eundra Habenicht, Mayor Pro Tern
LauriClapp
Keila Wagoner
AnnNabbolz
Doupl Garrett
8eYaly J. Brldlbaw
City Ollldllll
Gary Sean, City Manqer
Frank Gryglewicz, Dnctor of Financial ~ices
Daniel Bromnan, Elq., City Aaomey
Van Sc:boonevdd & Co., Inc .
Greenwood VilJaF, Colondo
Trmue,..,._.Aa-t_. ........
The Bank ofC'bcny Cnck, N.A.
Denver,Colondo
UH11wrlter
Georac K. Blum & Company
Denver, Colorado
a.lldc...el
Kutalt Rock
Denver, Colondo
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No dealer, salt!sman , or other person has been autho ri::ed lo give any information or to make any represe.ntaJion. other
than the 1nforma11on contained ,n this Official Statement . ,n connec11on with 1he offering of the Certifica1es. and. if given or
made . such informat,on or represen1a11 o n m•st not be relied upon as having been awhorized by the City or the Underwruer. 7ne
1nforma1,on ,n this Offic,al Statement 1s s,,b;ect 10 change w11hOM1 notice. and neither the delivery of this Official Staiement nor
an) sale hernnder ,..,II. •ntkr any circumstances. create any 1mpl1caJ1on thaJ there has been no change in the affairs of the City
or the Unde.rwruer smce the dare hereof This Offic,al Stall!rMnt d~s not constuute an offer or sol,citation in any jauud1ct1on in
which s uch offer or so/1cua11on is not awhorized, or in which any person making swch offer or so/,citation is riot qwalrfied lo do
so. or 10 any person 10 whom u 1s wt/a ... :ful to malcl! such offer or solicuation. The information ser forth herein has bttn obtained
from the City and other so•rces which are believed to be reliable. but it is not guaranteed as to accuracy or completeness by . and
1s no t to be con strued as a representation by, the Underwriter
TABLE OF CONTENTS
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INTROD UCTION .... ...................................... .... ............................................................ .. ...................................................... I
THE CERTIFICATES ................................................................................................................................ ............................................ . ...... 7
Gencnl .... . ................................................................................................................................................................................... 7
Reden'1»1u:,n Provisions ......... .......................... . ................................................................................... 7
Apphcauon o f Ceruficatc Proceeds ................................................................................................................................................... 9
Sccuniy for the Cfflificatcs ..................... ................................................................................................... ................ ... 10
Book·Entry-Only System ................................................................................. _ .. _ ........ -.............. -................. -....... -·· . 13
Bas< Rentals and Pun:hase Option Pncc ................................................................................................................ -............ 14
RISK FACTORS ........................................................................................................................................................................................ 16
Sources Avai lable for Payn,ern of CenificaleS .............................................. ···········-·····~················· .. ·····························-····· .... 16
Fmancaal Obhpt>ons of the City""' Subject 10 Armual Appropnauon .................................................................................... .. .. 16
Cost Ovemms and Delays in Co""'leuon oflhe Project ............................................................................................................... 17
Ope,ating Costs and CAM Clta,p:s ................................................................................................................................................. 17
Linuted Sources of Payment Following Temnnation of the Lease ................................................................................................... 17
Condermat1on by the City ................................................................................................................................................... -.......... 18
Dilubon of Security for the Cenific:aleS ................................................................................. ............................................................ 19
Year 2000 ....................................................................................................................................................................................... 19
Enfon:ability of Remedies ................................................................................................................................................................ 19
Effects on the Certificates of an Event ofNonaJJll'lllfflAtion or an Evmt of Default ........................................................................... 20
CERTIFICATE INSURANCE ............................................................................................................................................................................. 21
CeniflC&I< lnlurance ...... .................................................................................................................................................................. .. 21
Reserve Fund Surety Bond .................................................................................................................................................................. 21
MBIA ........................................................................................................................................................................................ 22
THE LESSOR .................................................................................................................................................................................................... 24
The Corporabon ............................................................................................................................................................................ 24
Acquisition of Redevelopment S1tc by C--......................................................................................................................... 24
Corpom,on Sile Redewlopnmtt Colli ............................................................................................................................................... 25
Corporation Not Liable for Paymont of Cenificas ............................................................................................................................ 26
THE LEASED PROPERTY ................................................................................................................................................................................. 27
A_..,..t to Conaruct ....................................................................................................................................................................... 27
Dacriplion of !he Lcucd Pmpeny ..................................................................................................................................................... 27
Use of the Leued Plaperty by the City ............................................................................................................................................... 28
Des1sn and Conslruction of the Pn>.,ect ............................................................................................................................................... 28
ENGLEWOOD TOWN CENTER ........................................................................................................................................................................ 29
History .............................................................................................................................................................................................. 29
Redevelopment Undcnakina and Rclalrd Development Ac1Mba .................................................................................................... 29
Planned Unit Developnmlt ........................................................................................................................................................... 30
Southwest Comdor l.laht Rad Transit Line ..................................................................................................................................... 31
Master Deve loper Asreffllmt ... ....... ........ --......... __ .......... -... _ .............................................................................. 32
Wal-Man "-"'""t .......................... ...... . ...... _ ................................... -................................................................................ 33
Rcslclenbal Dnelopnmtt ................... -... --··"-·--· .. -·-... -.......... -................................................................................. 33
Co11'ITIDII Areu Mamlalance ...................................... -................................................................................................................... 33
CITY FINANCIAL INFORMATION .................................................. -...................................................................................................... 35
Accountina Poliaes and Fmaicw 5.._.. ................................................................................................................................ 35
Mana,mtmt's Discusaion ofl..cuc l'un:i-F.....,. ...... _ .. _ .................................................................................................. 35
The Sale, and Use Tu . ................. ... . ............ . .................................................................................................................................. 36
Historical 0.-.1 Fund ClpenbC>nl • .._ ........................... _ ................................................................... 39
Budpt and A--Procadurc ........ . ...................................................................................................................... 41
General Fund 8Mdpt Su,mmy and~-........................................................................................................................ 41
Year2000~1-...... .. .... -...................................................... _.......................................... .42
Rclimnmt and"""""'~ ............................ -............................................................................................................... ...
!111Ur111Ce Coven,o ..................................... . .............................................................................................................................. '4
Depoou and In-of City F....S.. ............................................................................................................................ -............ '4
Consa111DOna1 -umilina r_.11111 5'endtnl ............................................................................................... _...... ... "
Manopmmt·, o.c-ion ol Malmal T-m C11y F....i. ................................................................................................ -......... 45
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DEB T STR UCTURE .......................................................•................................................................................................................................. 47
Required Elect1an1 ··········································-····· ....•..........•.............•.........••....................................................... ··········•······· ........ 4 7
Gffleral Obhplion Debt. ............................... ····································································································································· 47
Rtvenuc and Other Fmanc ial Obhpuons .......................................................................................................................................... '8
THE CITY .......................................................................................................................................................................................................... 50
General ................................................................................................................................................................................................ 50
Go'ffllina Body ······················································•······················································•·······································•················· .......... 50
Adminisnlion and Manapmmt. ........................................................................................................................................................ S I
City Eq,loyees and Eq,loyee Benefits ............................................................................................................................................. S2
Semces Provided by the City ..................................•.......................•................................................................................................. S2
Capilal lmprov,:mmt Program .......................................................................................................................................................... S2
LEGAL MATTERS .............................................................................................................................................................................................. S4
Scwettip, lmrrunity ........................................................................................................................................................................... S4
Pendins oncl Thrataled Litiptoon Involving the City ....................................•...........................•.•.................................................... S4
TAX MATTERS ................................................................................................................................................................................................ S6
MISCELLANEOUS ........................................................................................................................................................................................... S7
Ralina ................................................................................................................................................................................................. S7
Enalewood Urban Renewal Authonly Dmult ................................................................................................................................... S7
Rqillraban ofCenif..-.................................................................................................................................................................. S7
lntaat of Cenain Penons -in this Offic:ial 5-mont .............................................................................................................. SB
Underwritina ....................................................................................................................................................................................... SB
~ AudilDrl ........................................................................................................................................................................ SB
Additional Inf...-........................................................................................................................................................................ SI
Offkial Sta1m1a11 Cenificauon ........................................................................................................................................................... SB
APPENDIX A-Ccnain Definitions 111d Surmwy ofCcnain Tffllll of
the I.ale, the lndonUft, and the ~I IO Cons1Nct ................................................................................................ A-1
APPENDIX 8 -lJndmakins 10 Provide Onaoin1 Disclooun: .............................................................................................................................. 8-l
APPENDIX C-AudilOd pneral ~ financill llllffllOIIIS of the City
.. of and forthe yec ended Oocmmer 31 , 1997 ............................•................................................................................... C·l
APPENDIX D-SpeclfflOII ........... Policy ......................•...•.•............................................................................................................................ D-1
APPENDIX E·Econamic: And DemosraPhic hwlmadon ................................................................................................................................... E-1
11IE C£/t11FIC4 TES HA YE NOT aEEN /tEGISTEltED WIT1f 111£ SECU/U11ES AND EXCHANGE COMMISSION
aY REASON OF CE/tT,UN EXEJIPT10NS CONT.4/NED IN 111£ S£CUVT1ES ACT OF lflJJ. AS AMENDED. IN MAIClNG
AN INVESTMENT DECISION INYESTO/tS MUST ltELY ON 11IEJlt. OWN EX,U//NA110N OF 11fE CITY. 111£
CEJtnFICATES AND 11fE TE/UIS OF THE OFFElt/NG, INCLUDING 11IE J,/£/tJTS AND /tJSKS INYOLVED. 11(£SE
SECURl77ES HA YE NOT aEEN /tECOMIIENDED ay ANY FEDUAL Oft STA1E SECUVTIES COltOilSSION Oft
/tEGUUTO/tY AUTHO/tJTY. FIA11IUJIOU. 111£ FOUGO/NG AUTHOIUTTES HAYE NOT CONFIVIED 11IE
ACCU/l,ICY OR DETERMINED 11fE ADEQUACY OF 11l1S D<XU/ilENT AND ANY REPRESENTA110N TO 111£
CONTRARY IS A OOMINAL OFFENSE.
11IE P/UCES AT WHICH 11fE CER11F/CfTES ,l/t£ OFFUED TO THE PuaLJC aY 11fE UNDERWl1/1ER (AND
THE YIELDS R£SUL11NG THEREFROM) MAY YARY FROM 11IE IN1TUL PUWC OFFUJNG PRICES APPE.a/NG ON
THE COYER PAGE H£/t£0F. IN ADDl110N, 11IE UND£RnnD. MAY ALLOW CONCESSIONS OR DISCOUNTS FROM
SUCH IN/11,IL ruauc OFFERING PRICES TO DEALEltS AND 011IDS. IN CONNECT10N WITH 11IE OFFERING OF
THE CERnFICATES. 11IE UNDERnITER MAY UFECT TUNSACTTONS THAT ST.a/UZE OR /JIAINT,1/N 111£
MA/UCET P/UCE OF 11IE C£JtnFICATES AT A LEYEL .a<JYE THAT WHICH MIGHT OTHERWTSE PltEYAIL IN 11fE
OPEN MA/UCET SUCH STAall.lZING, IF COMMENCED. MA y aE D/SCON11NUED AT ANY ma.
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INDEX OF TABLES
I Schedule of Base Rentals ............................................................................................................... 15
II History of City 3.5% Sales and Use Tax Receipts ......................................................................... 38
III Monthly Comparison of City 3 .5% Sales Tax Reccipts ................................................................. 39
IV History of General Fund Revenues, Expenses and Fund Balance ................................................. 40
V General Fund Budget Sumnwy and Comparison .......................................................................... 42
VI Estimated Overlapping General Obligation Dcbt ........................................................................... 48
VII Historical City Debt Ratios ............................................................................................................ 48
VIII Capital Improvement Plan .............................................................................................................. 53
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REGIONAL MAP
BOU LD ER COUNTY ..
AOAWS COUNTY
GILPIN COUNTY
CLEAR CR[[K CO UNTY
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CITY OF ENGLEWOOD
VICINITY MAP
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REDEVELOPMENT SITE
*The property within the daahed linea repreaenta the lledavalopaent Site. The layout
of atreeta and propertiaa within auch area ia aubjact to chanae.
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INTRODUCTION
This Official Statement is furnished to pro$pQ:tive purchasers of $2 I ,530,000 Certificates of
Participation (Civic Center Project), Series 1998 , dated December 1, 1998 (the "Ccnificatcs"), evi denc ing
assignments of proportionate undivided interests in rights to receive certain payments under a Lease
Purchase Agreement dated as of December 1, 1998 (the "Lease"), by and between the City o f
Englewood, Colorado, as Jessee (the .. City"), and the Englewood Enviromnental Foundation, Inc ., a
Colorado nonprofit corporation, as lessor (the "Lessor" or "Corporation"). The offering of the
Certificates is made only by way of this Official Statement, which supersedes any other information or
materials used in connection with the offer or sale of the Certificates. This Official Statement speaks only
as of its date, and the information contained herein is subject to change.
The infonnation set forth in this Official Statement has been obtained from the City and from
other sources believed to be reliable but is not guaranteed as to accuracy or completeness. This Official
Statement contains, in part, estimates and matters of opinion which arc not intended as statements of fact,
and no rcprcscntation or wuranty is made as to the corrcctncss of such estimates and opinions, or that
they will be realized .
The following introductory malerial is only a brief description of. and is qualified by, the more
complete information contained throughout this Official Slatemeni. A fall review should be made of the
entire Official Statement and the documents summarized or described herein . The definition of cenain of
the capitalized terms used herein bul not defined hereafter are set forth in Appendix A to this Official
Statement.
Leased Property.----··--· The Leased Property consists ofa three-story retail building, constructed
in 1985, which is to be renovated and improved from a portion of the
proceeds of the Certificates, for U1C as the Englewood Civic Center. The
building is cxpec1ICd to comprise approximately 100,000 gross square
feet of finished space and approximately 31,000 gross square feet of
unfinished space (the "Leased Property"). The City anticipates that the
Leased Property will be used for, unona other thinas, municipal courts,
municipal offices and a library. See "THE LEASED PROPER.TY".
The land comprising the Leased Property, which is approximately two
acres, docs not include any parking for or access to the facility; rather,
the land includes only the foundation of the building and a pa imcter area
which exceeds twenty-five feet from each of the outer walls of the
building. Parking for the buildiq is subject to a development oversight
plan requiriJla that a specific number of spaces be made available for all
parkina uses within the development. The Leued Property is aencrallY
bounded by South Santa Fe Drive to the West and Wat Hampden
Avenue (State Highway 285) to the South. M diacussed below, the
shopping center previously CCllllleC1ina to the Leued Property is
currently under demolition and the Leued Property ii located within an
area which ii currently under redevelopment. See "ENGLEWOOD
TOWN CENTER".
Lenet ·-··--·······-···-·--··· The City of Ena]ewood, Colorado, is a home-Nie city localed in the
southeast portion of the Denver metropolitan area. The City
cncompu1e1 approximuely aewn aquare miles and, accaniina to City
officials, hu a current estimaled popJlalion of 32,500. The lftliminlry
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1998 certified assessed valuation for the City is $309,622,510 as of the
August 25 , 1998 certification date . Sec "THE CITY", "CITY
FINANCIAL INFORMATION", and the preceding "REGIONAL
MAP".
Security ................................... The Certificates arc payable solely from (i) annually appropriated Base
Rentals and any Purchase Option Price paid by the City 1D1dcr the Lease ;
(ii) moneys held by the Trustee m the Certificate Fund, the Reserve Fund
and the Project Account created under the Indenture; and (iii) following
an Event of Nonappropriation or an Event of Default under the Lease,
any moneys received by the Trustee from the sale or sublease of the
Leased Property or the exercise of other remedies under the Lease and
Indenture. Sec "THE CERTIFICATES-Security for the Certificates".
The Lease is a "triple-net" lease that generally requires the City to pay,
among other things, all expenses, taXcs, fees, insurmcc, and costs
associated with the Leased Property without the right of offset; however,
all financial obliptions of the City under the Lease arc subject to annual
appropriation. The City 's exercise of its option to terminate its
obligations under the Lease is determined by the failure of the City
Council to specifically appropriate moneys to pay all Base Rentals and
reasonably estimated Additional Rentals for the next renewal term. The
term "Base Rentals" generally means the amount payable by the City
under the Lease for payment of the principal of and interest on the
Ccrnficatcs, and the term "Additional Rentals" generally means the cost
and expenses incurred by tbc City in performing its obliptions under the
Lease with respect to the Leased Property , the Lease, the Agrccmcnt to
Construct (as defined hereafter), the Indenture, and the Certificates. Sec
Appendix A hereto.
No provision of the Certijicala, 1M Jru:knnue, the /Aiase or 1M
Agr-,it to Constnlet sl,aJJ be COfUtrwd or uw,pmed (a) to dinctly
or indirectly obligate the City to IIIOke any payment ill any Fiscal Year ill
excess of the -,u appropriated/or SIICli Fiscal Year; (b) as crmti11g a
debt or -1tiple fiscal ymr dir«t or indirect ubt or otMr jil,a,,ciaJ
obligation wltalsoner of 1M City wit/tin the IMQIWlg of Article XI.
Section 6 or Article X Section 20 of 1M Colorado Conslillltion or any
other Constilvlional or slllllltory lilllilation or provision; or (c) as a
delegaliOII of~ po-, by tlle City.
Cerdftcak lllSllrUce--··--MBIA Insurance Corpanbon (the "Insurer" or "MBIA") bas commiaed
to issue, effec1ive as of tbc date of iuulnce of tbc Certificates, a policy
of insurance (tbc "Insurance Policy" or "Certificate Insurance Policy")
suannteeina tbc paymmt, when due, of tbc principal of and inlerat on
the Ccnificales. The imurance cumda over the life of the isme and
cannot be canceled by the lmurer. Payment under the policy ii subject to
the conditions dacribed in "CERTIFICATE INSURANCE ." A
specimen of the Insurance Policy ii attached as an appendix to this
Official Statemcnt The lmlnr alto bu CClllllDiUed to iaue a racne
fund surety bond (the "Series 1998 Surety Bondi which will fi.llly fund
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the Reserve Fund upon issuance of the Certificates. Sec
"CERTIFICATES INSURANCE".
Lessor-········-···· ....................... The Englewood Environmental Foundation, Inc ., is a Colorado non profit
corporation formed in 1997 for the purpose of lessening the burden of
government of the City of Englewood including taking title to the
Redevelopment Site (described below) and performing or arranging for
the performance of ccnain environmental remediation services with
respect to such property. With the exception of the property comprising
the Leased Property, the Corporation is currently undcrtalcing the
demolition of the structures currently located on the Redevelopment Site.
The Corporation docs not have any obligation to, and shall not, malce any
debt service payment on the Certificates or pursuant to the Lease. There
is no act or performance required by the Corporation, the failure of
which will excuse the City from its obligations under the Lease,
including but not limited to, the City's obligation to pay the Base
Rentals. See "1l{E LESSOR."
Use of Certificate Proceeds.... The Certificates arc being issued to finance (i) the renovation
consttuction, acquisition, and installation of the Leased Property; (ii) the
consttuction, acquisition and installation of various public improvements
including but not limited to a portion of the costs of site demolition and
preparation, streets, traffic signals and signage, public parking,
landscaping, public utilities, and pedestrian enlwlcemcnts (the
"Redevelopment Undenmng") within the Redevelopment Site (defined
hereafter); (iii) the cllablisbmmt of certain reserves; and (iv) the costs of
issuance of the Cenificates. None of the property acquired or
impn»rmems made front moneys applied to the Redevelopment
Undcrlabna will become part of the Lcued Property or the Trust Estate secwma payment of the Catificales. See "1l{E CERTIFICATES--
Application of Cenificate Proceeds".
Redevelopmeat
Sarro•lldllt& tile
The renovatioo and improvements to the Lcued Propc:ny will be made
pursuant to an Apeement to COIISUUCt Improvements and Acquire and
Install Equipment dated as of December I, 1998 (the "Agreement to
Cons1ruct") between the City and the Corporatioo. See Appendix A
hereto.
Leased Prope_rty ........... --The Leased Property is localed within a Iaraer redevelopment site
comprising approximately SI acres (the "Redevelopment Site"),
approximately 46 acres of which arc cumntly owned by the Corporation
and approximately S aaa of wbic:h arc lealed by the City. The
Redevelopment Site was fonncrly known u the "Cinderella City
Shopping Center" and is cunently referred to u the "Ena)ewood Town
Center". · Demoliboo of the Cinderella City Shoppina Center, an
approximately 1.3 million square foot indoor sboppina mall which
opened in 1968, bepn in Aqust of 1998 and is expected to be complete
by the sprina of 1999. The Redevelopment Site allo cootaim surface
and bi-level parkina llrUC1mel for approximately 7,000 CIII
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(substantially all of which, or all of which, are being demolished). See
the preceding Redevelopment Site map.
The Corporation is currently completing the rezoning of the
Redevelopment Site as a plarmed wiit development (the "PUD") which is
generally referred to as a transit-oriented development. In addition to the
improvements comprising the Leased Property, future development
within the Redevelopment Site is expected to include a light rail transit
stop for the Southwest Corridor Light Rail Transit Project (the "Light
Rail Project") of the Regional Transportation District ("RTD"), and
retail, movie theater, residential, and office uses, as well as public spaces
and amenities. The common areas within the PUD, which include
streets, parking, a civic plaza and pedestrian areas, comprises
approximately 20 acres. See "ENGLEWOOD TOWN CENTER".
On or about the date of delivery of the Certificates, the Corporation
anticipates entering into a Master Redevelopment Agreement with Miller
Weingarten Realty, LLC, a limited liability corporation ("Miller
Weingarten" or the "Master Developer"), regarding the site preparation
and redevelopment of the Redevelopment Site (excluding the Leased
Property), and a long-term lease of approximately 9 acres within the
Redevelopment Site. Additionally, on or about the date of delivery of
the Certificates, the Corporation anticipates selling approximately 13
acres of the Redevelopment Site to Wal-Mart Real Estate Business Trust,
a Delaware Business Trust ("Wal-Mart"), for construction of a Wal-Mart
retail store comprisina approximately 129,000 gross squm: feet . Finally,
the Corporation is CUffelltly nqotiating with Forest City Residential
West, Inc., an Ohio corporation ("Forest City"), for the loq-tenn lease
of approximately 7 acres within the Redevelopment Site. See
kENGLEWOOD TOWN CEN'JEt".
Risk Facton .... -..... ___ The purcbue of the Certificares is subject to certlin inYCllment risks.
See "RISK FACTORS".
Paymm
Provisions········-······----· The Certificates mature and bear interest at the rates (computed on the
basis of a 360-day year of twelve 30 day months) as set forth on the
cover pa,e hereof. lnterat on the Certificates is payable 1enriarmu11ly
on June l and December l each yar, conwaeucina on June l , 1999.
Payments to Beneficial Owners will be made as delcribed in "1HE
CERTIFICA ~-Emry-Only S)'IICIII".
Book-Eatry-
Oaly Rep-
strado•····-·--·--·--The Certificala will be iaued in fially reailllnd farm and will be
rqistered initially in the name of "Cede .t: Co." as nominee far The
Depository Truat Company, New York, New York ("OTC"), a NC:Uritiea
depository. Beneficial owncnhip illla'elts in the Ccrtificuea 1111)' be
acquired in principal denominations of S5,000 or inlqral multiples
thereof dw'ouah brobn and dealen who are, or who act droup,
puticipum in the OTC system (the "Participants"). Such beneficial
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ownership interests will be recorded on the records of the Participants.
Persons for which Participants acquire interests in the Certificates (the
"Beneficial Owners") will not receive certificates evidencing their
interests in the Certificates so long as DTC or a successor securities
depository acts as the securities depository with respect to the
Certificates. So long as DTC or its nominee is the registered owner of
the Certificates, payments of principal and interest on the Certificates, as
well as notices and other communications made by or on behalf of the
City pursuant to the Indenture, will be made to DTC or its nominee only.
Disbursement of such payments, notices, and other communications by
OTC to Participants, and by Participants to the Beneficial Owners , is the
responsibility of OTC and the Participants pursuant to rules and
procedures established by such entities. See "TIIE CERTIFICATES-
Book-Entty-Only System" for a discussion of the operating procedures
of the OTC system with respect to payments, registration, transfers,
notices, and other matters. Except as otherwise provided herein, the term
"Owner'' shall refer to the registered owner of any Certificate, as shown
by the registration books maintained by the Certificate Registrar .
Redemptio• ............................ The Certificates are subject to optional redemption. to mandatory sinking
fund redemption , and to extraordinary redemption pior to maturity. The
terms and provisions regarding such pior redemption are set forth in
"TIIE CERTIFICA TES--Redcmption Provisions".
Reptndoa
udDeaomi-
udou. ...... --..... ___ .. The Certificates are issued in fully registered form in denominations of
Tu Stllbll----
Uadertaldq to
Provide Oqoiaa
Sl,000 or intqra1 multiples thereof.
In the opinion of Bond Counsel, under existing laws, rqulations, rulinp
and judicial decisions and usumina compliance by the City with cenain
covenants. the portion of the Bue Rcnlals payable by the City which is
desipmd and paid • imrat, u provided in the Lease , and receiwd by
the owners of the Ccnificala is excluded from poss income f« federal
or S1ate of Colorado income tu purposes and is not a specific itan of tu
prefaence f« purposa of the fedenl lltemative minimum tax. See lbe
caption "TAX MA TIBS" herein .
Disclolare _ ................... -...... Pursuant to lbe requirements of Securities and Excmnae C«mnimon
Rule 1Sc2-12 (17 CFR Pan 240 , § 240.IScl-12), the C ity has qreed for
the benefit of the holden of the Ccrtificata to provide certain finlncial
infomation, odler operatina data and DOCices of material ewn11 after lbe
Certificates are issued (the "Continuiq Disclosure Unclertalaqj. The
form of the City's Continuina Dilcloare lJndenakina is anached u m
appendix to this Official Statement.
The City hu not failed to comply with my prior undertalana under the
Rule . A fail-by the City to comply with lbe Contimrina Dia:lolure
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Undertaking will not constitute an event of default under the Indenture.
Nevertheless, if such a failure occurs it must be reported in accordance
with Rule 15c2-12 and must be considered by any broker, dealer, or
municipal securities dealer before recommending the purchase or sale of
the Certificates in the secondary market.
lssuuce .................................. The Lease has been authorized, executed, and delivered in full
confonnity with the Englewood City Charter and the constitution and
laws of the State of Colorado, and the Certificates are issued pursuant to
the Indenture .
DeHvery
luformatioa ............................ The Certificates are offered when, as, and if issued by the City and
accepted by the Underwriter, subject to prior sale and the approving legal
opinion of Bond Counsel. It is expected that the Certificates will be
available for delivery in New York, New York on or about December 29,
1998, against payment therefor.
Ellcllaaaeud
Tnuufer .................................. While the Certificates remain in book-entry-only form, transfer of
ownership by Beneficial Owners may be made as described under the
caption "TIIE CERTIFICATES-Book-Entry-Only System." In the
event that DTC ceases to act as securities depository for the Certificates,
the Indenture provides for the transfer of Certificates by the Registrar
pursuant to specified tams and provisions.
Flaudal
Stat-•tl-.......................... Appended hemo are the audited pneral purpose financial S1atcments of
the City as of and for the year ended December 31, 1997, being the most
recent audited financial Slatcmenll available for the City.
ALL OF . TIIE SUMMARIES OF 1llE STA1Ul'ES, RESOLUTIONS, OPINIONS,
CONTRACTS , AND AGREEMENTS DESCRIBED IN nus omclAL STATEMENT ARE
SUBJECT TO 1llE ACTUAL PROVISIONS OF SUCH DOCUMENTS. The SU1111111ries do not pwport
to be complete S1atements of such provisions and reference ii made to such documents, copies of which
are either publicly available or available upon request and the payment of a reuonable copying, mailina,
and handling charge from the Underwriter, Georae K . Baum & Company, 717 1,. Street, Suite 2SOO,
Denver, Colorado 80202, telephone (303) 292-1600.
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THE CERTlFICA TES
General
The Certificate s arc issued in the principal amount, dated as of the dated date, mature on the dates
and bear interest at the rates set forth on the cover page hereof. Certain matters relating to the Certificates
arc described in detail in "INTRODUCTION" and are not restated under this caption . These include
provJS1on s regarding registration and denominations of the Certificates, exchange and transfer of the
Certificates and payment of the principal of, premium, if any, and interest on the Certificates; a
descnption of the authority for issuance of the Certificates and the execution of the Lease by the City; and
mfonnation regarding the delivery of the Certificates. Other provisions of the Indenture, which is the
contract governing the rights of the owners of the Certificates, and the Lease, which is the contract
governing the obligation of the City to make payments to the Trustee that will be used to pay the principal
of, premium , if any, and interest on the Certificates, are described in Appendix A .
Redemption Pro,isloas
Rede,,,paon of Certijicllles. Pursuant to the provisions of the Indenture, the Certificates arc
subject to redemption as follows :
(a ) Optional Redemption.
(i) Wjth Refinancing . The Certificates shall be called for redemption, in whole, at a redemption
price equal to the percentage of the principal amount of the Certificates set forth below, plus
accrued interest to the redemption date, on any date on and after December I, __ , in the event
of, and to the extent that moneys are actually received by the Trustee from , the exercise by the
City of its option to purchase the Leased Property from either (a) moneys borrowed by the City or
(b) moneys made available to the City from a sale and lease-back or a lease and sublease-back of
the Leased Property :
On or after December I , and on or before NoVffl!ber 30 ,
On or after December I,= and on or before NoVffl!ber 30 , =
On or after December I , __
Redemption
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[102)%
[IOI)
[100)
(ii) Wjthout Refinancing . The Certificates shall be called for redemption, in whole, at a
redemption price equal to the principal amount of the Certificates, plus accrued interest to the
redemption date (without any premium), on any date in the event of, and to the extent that
moneys are actually received by the Trustee from, the exercise by the City of its option to
purchase the Leased Property from a source other than (a) moneys borrowed by the City or (b)
moneys made available to the City from a sale and lease-back or a lease and sublease-back of the
Leased Property .
(b) Mandatory Sinking Fwul Redemption.
The Certificates maturing on December l , 2018 , arc subject to mandatory sinlcing fund
redemption by lot on December I of the years and in the principal amounts specified below, at a
redemption price equal to the principal amount thereof (with no redemption premium), plus
accrued interest to the redemption date :
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Yw Amount
2014 $ 965,000
2015 1,015 ,000
2016 1,065 ,000
2017 1,120,000
2018 1,180,000
The Certificates maturing on December I, 2023, arc subject to mandatory sinking fund
redemption by lot on December 1 of the years and in the principal amounts specified below, at a
redemption price equal to the principal amount thereof (with no redemption premium), plus
accrued interest to the redemption date:
Yw Amount
2019 Sl,240,000
2020 1,300,000
2021 1,370,000
2022 1,440,000
2023 1,515,000
The principal amount of Certificates to be redeemed on any date pursuant to this Section
shall be reduced by the principal amount of any Certificates of the same maturities that (a) have,
on or before the forty-fifth day next preceding the sinking fund redemption dated, been delivered
to the Trustee for cancellation and have not previously been applied as a credit apinst any
sinking fund obligation and (b) have, on or before the sinking fund redemption dale, been
rcdcemcd and have not previously applied u a credit apimt any sinking fund redemption
obligation.
(c) Extraordinary Rede,,,ptio,t .
The Certificates shall, subject to the prior written COIIIClll of « at the direction of the
Insurer, be called for redemplioo, m whole , at a ,....,.,,.... price detamined punuant to the
following paragraph, on any dale, in the neat of the occunmce of III Event of Nooappropriatio
under the Lease or the occurrence and contmuanon of an Event of Default under the Leue.
The redemption price for ·any ex1nonti1111y redemption shall be the lesser of (i) the
principal amount of the Certificates, plus accnacd intaat to the redemption dale (without 111y
premium); or (ii) the sum of (A) the amount, 1f any, received by the TNllee or the Corporation
from the exercise of remedies under the Leue with rapect to the Event of Nomppropriation or
the occurrence and continuation of the Event of Default that pve rise to such redemplioa and (B)
the other amoimts available in the Trust Eswc for payment of the redemplioo price of the
Certificates, which amounts shall be allocaled amona the Certificates in proportion to the
principal amount of each Certificate. Notwidulaltdillg any odter provisioll lwnof. tlw ptl)'fMIU of
the nde,yti"" price of any Cmifa:aU! ,-sw,,u to tllis S«tioli slloll w ..__ to w tlw
pay,,lffll ill fall of such CmijiCllle 1111d 110 0..-,. of any c.rtjkak ,..,.. p,,n-6 to tllis
provision shall have any righl to any ptl)'fMIU fro,,, tlw Corporatu,,,. tlw ~ or tlw City ill
excess of such redemption pri«.
Immediately upon the occunence of 111 Event ofNCllllppl'Clpria or an Event of Default
under the Lease , the Trustee is required to notify the Owners (i) thal such event bu occurrecl and
(ii) whether or not the funds then available to it for such purpoee are IUffic:ient flO pay the
redemption price set forth in clause (i) of the precedina pll'llnph. If the fuada dim available flO
the Trustee arc sufficient, such redemption price ii to be paid u IOOII u poaible. If the filadl
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then available to the Trustee arc not sufficient, the Corporation and the Trustee shall (A)
immediately pay the portion of the redemption price that can be paid from the funds available, net
of any funds which, in the judgment of the Trustee, should be set aside to pursue remedies under
the Lease and (8) subject to the provisions of the Lease , immediately begin to exercise and shall
diligently pursue all remedies available to them under the Lease in connection of such Event of
Nonappropriation or Event of Default. 1bc remainder of the redemption price, if any, shall be
paid to the Owners if and when funds become available to the Trustee from the exercise of such
remedies.
Notice of Reulllplio11. Notice of the call for any redemption, identifying the Certificates or
portions thereof to be rcdecrncd and specifying the terms of such redemption, is to be given by the
Trustee by mailing a copy of the redemption notice by United States certified or registered first-class
mail, at least 30 days and not more than 60 days prior to the date fixed for redemption, and to the Owner
of each Certificate to be rcdccmcd at the address shown on the registration books; provided, however, that
failure to give such notice by mailing, or any defect therein, shall not affect the validity of any
proceedings of any Certificates as to which no such failure has occurred . Any notice mailed as described
above is conclusively presumed to have been duly given, whether or not the Owner receives the notice.
If at the time of mailing of notice of redemption there shall not have been deposited with the
Trustee moneys sufficient to rcdccm all the Certificates called for redemption, such notice can state that it
is conditional upon the deposit of the redemption moneys with the Trustee not later than the opening of
business on the redemption date, and such notice shall be of no effect unless such moneys arc so
deposited.
P~ u,,.. llorlrytw11. Upon the giving of notice and the deposit of such funds as may be
available for redemption with the Trustee pursuant to the Indenture (which in the case of extraordinary
redemption may be less than the full principal amount of the Outstanding Certificates and the accrued
interest thereon to the redemption date), interest on the Certificates or portions thereof called for
redemption shall no longer accrue after the date fixed for redemption.
AppHcadn .rcertUlcaae PNCelds
1u 1.--' h-,,.,q ~ 1M .....,__, Urlr1 H ... The Ccrtificala are bcina issued to
finance the rcnovalioa CGIStnlctioo, acquisition, and inltallation of the Lcued Propcny, and the
conslNCtion, acquisition, and imlallation of the Redevelopment Undertak:ina . For a dacription of the
Leased Property ace "11IE LEASED PROPERTY-Dacription of the Leued Property" and for a
dcscnption of the Redevelopment Undcnalang sec "ENGLEWOOD TOWN CENI'Ell-Redevelopment
Undenakin& and Related Development Activities". None of the p-openy acquired or impovements made
from moneys applied to the Redevelopment Undertakina will be part of the Lcued Property or the Trust
Estate securing payment of the Certificates.
~ •I C~ l'r«Mlb. The estimated source and use of the proceeds of the
Certificates is as follows :
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SOURC ES
Certificate proceeds ..................................... .
USES
Deposit to Project Account(!> ....................... .
Deposit to Redevelopment Accountc2> ......... .
Capitalized Interest .................................... ..
Certificate issuance costs, including,
without limitation , surety bond,
title insurance , municipal bond
insurance, and underwriting discountci, .... .
Total ............................................. .
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$2! 530 000
S 9 ,300,000
10 ,700 ,000
1,125,000
405 000
$2! 530000
Cl>see "THE LEASED PROPERTY-Description of the Leased Property".
C2l see "ENGLEWOOD TOWN CENTER-Redevelopment Undertaking and Related
Development Activities".
Cl>see "MISCELLANEOUS-Underwriting".
Security for the Certificates
Ge11erfllly. The Certificates are payable solely from (i) annually appropriated Base Rentals and
any Purchase Option Price paid by the City under the Lease ; (ii) moneys held by the Trustee in the
Certificate Fund, the Reserve Fund and the Project Account created under the Indenture; and
(i i i) fo ll owing an Event of Nonappropriation or an Event of Default under the Lease, any moneys
recei ved by the Trustee from the sale or lease of the Leased Property or the exm:ise of other remedies
under the Lease and the Indenture. No provision of the Certificates, the Jndenlure, the Lease, the Site
Lease or the Agreement to Constrvct sliall be consrrwtl or interpreted (a) to directly or indirectly
obligate the City to make any payment in 1111y Fiscal Year in excess of amounts appropriated for such
Fiscal Year , (b) as creating a debt or rru,/tiple fiscal year direct or indirect debt or other financial
obligatUHI whalsoever of the City within the lfleOIWlg of Article XI, Section 6 or Article X. Section 20 of
the Colorado Constitution or any other constilulioltal or statutory limitation or provision , or (c) as a
delegation of gOWT111M11tal pawers by tlte City.
a-RellMls ~ #'rudGe 0,.... l'ri«. The Trustee bas placed in trust, for the benefit of the
Owners of the Certificates, the right of the Tl'\lilee 10 receive Base Rentals payable by the City under the
Lease . The amount and timing of Base Rental payments ~ designed to provide sufficient moneys to the
Trustee to pay the principal of and intcrnt on the Certificates when due. Pursuant to the Lease, the City
is entitled to a credit against the Base Rentals payable on any payment date for amounts on deposit in the
Certificate Fund representing accrued and capitalized interest from the sale of Certificates and earnings
from the investment of moneys in the Certificate Fund. See "Security for the Certifi~ertificate
Fund" below in this paragraph.
The Purchase Option Price , which is payable only if and when the City exercises its option to
purchase the Leased Property pursuant to the Leuc, is desipied to provide sufficient moneys to the
Trustee to pay the redemption price of the Certificates or 10 defcase the Cenificates through maturity or
the next redemption date . See Appendix A hereto .
Cmific"'e F""'· The Trustee is to deposit into the Interest Account of the Certificate Fund (i)
all accrued and capitalized interest received at the time of the issuance of the Certificates; (ii) that portion
of each payment of Base Rentals made by the City which is designated and paid as the interest component
thereof under the Lease; (iii) any portion of the Reserve Fund to be deposited into the Interest Account of
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the Cenificate Fund, as described in "Reserve Fund" below, provided that amounts transferred to the
Certificate Fund from a particular account of the Reserve Fund will be applied only to the payment of the
corresponding series of Cenificates; (iv) any moneys transferred to the Interest Account of the Certificate
Fund from the Project Account as described in "Project Account" below; and (v) all other moneys
received by the Trustee under the Indenture accompanied by directions that such moneys are to be
deposited into the Interest Account of the Certificate Fund.
The Trustee is to deposit into the Principal Account of the Certificate Fund (i) that portion of each
payment of Base Rentals made by the City which is designated and paid as the principal component
thereof under the Lease; (ii) any portion of the Reserve Fund to be deposited into the Principal Account of
the Cenificate Fund, as described in "Reserve Fund" below, provided that amounts transferred to the
Certificate Fund from a particular account of the Reserve Fund will be applied only to the payment of the
corresponding series of Cenificates; (iii) any moneys transferred to the Principal Account of the
Certificate Fund from the Project Account as described in "Project Account" below; and (iv) all other
moneys received by the Trustee under the Indenture accompanied by directions that such moneys are to
be deposited into the Principal Account of the Certificate Fund.
Reserve F1111d . The Trustee will deposit into the appropriate account of the Reserve F1md, (a)
upon the issuance of each series of Certificates, an amo1mt sufficient to establish the Reserve F1md
Requirement for such series of Cenificates from proceeds of such series of Certificates or other available
moneys of the Trustee (which, in the case of the Cenificates, is to be funded through the issuance of the
1998 Surety Bond); (b) all amo1mts paid by the City as described in the last paragraph 1mder this caption;
and (c) all other moneys delivered to the Trustee that are accompanied by instructions to deposit the same
into the Reserve Fund. Nothing in the Indenture will be construed as limiting the right of the Corporation
to augment the Reserve Fund or any acco1mt thereof with any other moneys which are legally available
for payment of the principal of and interest on the Cenificates or, subject to certain limitations, to
substitute for the cash deposit required to be maintained under the Indenture, a letter of credit, surety
bond, insurance policy, agreement guaranteeing payment, or other undertaking by a financial institution to
insure that cash in the amount otherwise required to be maintained hereunder will be available as needed.
Income derived from the investment of moneys in any account of the Reserve Fund (i) will be
retained in such account to the extent the amount therein is less than the Reserve Fund Requirement
therefor; (ii) will be used as described in the immediately succeeding parqraph to the extent required
thereunder; and (iii) to the extent not req':1ired to be used as provided in clause (i) or (ii), may, at the
option and direction of the Corporation be (A) transferred to the Certificate Fund to pay the principal of or
interest on the corresponding series of Cenificates; (8) transferred to the Rebate Fund; (C) used to pay
fees and expenses of the Trustee ; (D) used to defease Cenificates pursuant to the Indenture; or (E) used
for any combination of(A), (B), (C) or (D) .
Moneys held in each account within the Reserve F1md will be applied to any of the following
purposes; provided, however, that each such purpose relates only to the series of Certificates for which a
deposit to the Reserve Fund was required pursuant to this Indenture or the Supplemental Indenture
relating to such Cenificates and to no other series ofCenificates:
(i) To the payment of the principal of and interest on the Certificates when due, to
the extent of any deficiency in the Cenificatc Fund for such purpose;
(ii) At the option of the Trustee, upon the occurrence of an Event of
Nonapproptiation or an Event of Default under the Lease, to the payment of any coat or expense
necessary to preserve or protect the Leased Property , or the interest of the Trustee or the Owners
therein, or necessary to make any repain or modifications to the Lcucd Property in preparation
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for sale or other disposition thereof, as the Trustee may deem to be in the best interests of the
Owners;
(iii) Except to the extent applied as described in clause (ii ) above, upon the
termination of the Lease Term by reason of the occurrence of an Event of Nonappropriation or an
Event of Default thereunder, proportionately to the redemption of the Certificates then
Outstanding and the payment of interest thereon ; or
(i v) To the extent the amount therein exceeds the Reserve Fund Requirement, at the
option and direction of the Corporation, as provided in clause (A), (B), (C), (D) or (E) above .
The City has agreed in the Lease that, if, for any reason , the amount on deposit in any account of
the Reserve Fund is less than the Reserve Fund Requirement for the corresponding series of Certificates,
the City will pay to the Trustee as Additional Rentals all amounts required to restore the amount on
deposit in such account to the Reserve Fund Requirement.
Project Account. The Trustee will deposit $9,300,000 into the Project Account. So long as no
Event of Default will have occurred, moneys held in the Project Account will be disbursed to the City
under the Agreement to Construct to pay Costs of the Project upon receipt of a requisition signed by the
City Representative in substantially the form attached to the Indenture; provided, however, that no such
disbursement will be made for the acquisition of any real estate included in or to be added to the Leased
Property unless and until a title insurance policy in respect of such property, or a binding commitment
therefor, is provided to the Trustee as set forth in the Indenture. If an Event ofNonappropriation or Event
of Default has occurred under the Lease, the Trustee, as it deems appropriate in the best interests of the
Owners, will either disburse moneys held in the Project Account as described in the preceding sentence or
apply such moneys as provided in the provisions of the Indenture relating to defaults and remedies. Upon
the receipt by the Trustee of the certificate to be provided by the Corporation as to the completion of each
Project (the "Completion Date" for such Project), the Trustee will transfer the remaining proceeds of the
Certificates issued to finance such Project, and any earnings thereon, then held in the Project Account,
minus any amount estimated by the Corporation Representative to be necessary to pay Costs of the
Project relating to such Project, (i) to the Principal Account of the Certificate fund or (ii) with the consent
of the C ity to make improvements or additions to the Leased Property or for the acquisition of additional
property that will be leased to the City, or any combination thereof, as the City may determine and direct.
All property acquired and all improvements made with any moneys disbursed from the Project
Account will become a pan of the Leased Property .
RdndopMent Account. The Trustee will deposit into the Redevelopment Account the balance
o f the proceeds of the Certificates remaining after the deposit of accrued interest to the Certificate Fund as
described under "Certificate Fund" above, to the Reserve Fund as described under "Reserve Fund" above,
to the Project Account as described under "Project Account" above and to the Costs of Issuance Account
for payment of Costs of Issuance of the Certificates ( which, in the case of the Certificates, is the amount
indicated as Costs of the Project in "Use of Certificate Proceeds" above in this section).
None of the property acquired or improvements made with any moneys disbursed from the
Redevelopment Account will become a pan of the Leased Property on the Trust Estate securing payment
of the Certificates .
Exercue of Re•e&s u,ukr uae a4 IIIIUllllln. Upon the occurrence of an Event of
Nonappropriation or an Event of Default under the Lease , the Trustee is permitted to sell or lease the
Leased Property or exercise its other remedies under the Lease and the Indenture . See Appendix A
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hereto. See "THE CERTIFICATES-Redemption Provisions" for a description of the terms on which
the Certificates are subject to redemption upon the occurrence of an Event of Nonappropriation or an
Event of Default under the Lease . See "RISK FACTORS-Limited Sources of Payment Following
Termination of the Lease" for a description of the limited sources of payment of the Certificates after a
termination of the Lease. For a description of the Leased Property, see "LEASED PROPERTY."
Certijicllle Ins11rance . MBIA has committed to issue, effective as the date of issuance of the
Certificates, a non-cancclablc policy of insurance which guarantees the payment of the principal of and
interest on the Certificates when due as described under "CERTIFICATE INSURANCE." A specimen of
the Certificate Insurance Policy is attached as an Appendix hereto.
The Insurer will issue the Insurance Policy pursuant to which it will unconditionally guarantee the
payment of principal of and interest on the Certificates when due . The ongoing stability and financial
condition of the Insurer and the Insurer's ability to pay the principal of and interest on the Certificates and
otherwise perform its obligations under the Insurance Policy arc the basis for the ratings assigned to the
Certificates as set forth on the cover page hereof. Upon the occurrence and continuation of an Event of
Default under the Lease, proceeds of claims under the Insurance Policy arc expected to be the primary
source of payment of the principal of and interest on the Certificates. Sec "CERTIFICATE
INSURANCE" and "MISCELLANEOUS-Ratings.''
Book-Entry-Only System
The information in this section concerning DTC and DTC's book-entry-only system has been
obtained from DTC. and the City and the Underwriter take no responsibility for the accuracy thereof
OTC will act as securities depository for the Certificates. The Certificates will be issued as fully
registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully
registered certificate is to be issued for each of the Certificates, as set forth on the cover page hereof, each
m the aggregate principal amount of such maturity and will be deposited with DTC .
OTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization'' within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "cleanng corpontion" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered J)W'SUUlt to the provisions of Section 17 A of the Securities
Exchange Act of 1934 . DTC holds securities that its participants ("Panicipants") deposit with DTC.
OTC also facilitates the settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts , thereby eliminating the need for physical movement of securities certificates. Direct
Part1c1pants include securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations ("Ouect Participants"). OTC is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the Amencan Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc . Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants arc on file with the Securities and Exchange Commission.
Purchases of the Certificates under the DTC system must be made by or through Direct
Participants, which arc to receive a credit for the Certificates on DTC's records. The ownenbip interest
of each Beneficial Owner is in tum to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their J)W'Chasc, but Beneficial
Owners arc expected to receive written confirmations providing details of the tranlletion, as well as
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periodic statements o f their holdings , from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the Certificates arc to be
accomplished b y entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in the Certificates,
except in the event that use of the book-entry system for the Certificates is discontinued.
To facilitate subsequent transfers, all Certificates deposited by Participants with OTC are
registered in the name ofDTC 's partnership nominee , Cede & Co. The deposit of Certificates with OTC
and their registration in the name of Cede & Co. effect no change in beneficial ownership. OTC has no
knowledge of the actual Beneficial Owners of Certificates; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Certificates arc credited, which may or may not be the
Beneficial Owners. The Participants remain responsible for keeping accounts of their holdings on behalf
of their customers.
Conveyance of notices and other communications by OTC to Direct Participants, by Direct
Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time .
Redemption notices shall be sent to Cede & Co. If less than all of the Certificates within an issue
arc being redeemed, DTC 's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither OTC nor Cede & Co. will consent or vote with respect to Certificates. Under its usual
procedures, OTC mails an omnibus proxy to the issuer as soon as possible after the record date . 1bc
omnibus proxy assigns Cede & Co. 's consenting or voting rights to those Direct Participants to whose
accounts the Certificates are credited on the record date (identified in a listing attached to the omnibus
proxy).
Principal and interest payments on the Certificates are to be made to OTC. DTC's practice is to
credit Direct Participants ' accounts on payable date in accordance with their respective holdings shown
on DTC's records unless OTC has reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners are govcmcd by standing instructions and custonwy
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of OTC, the Paying Agent or the
City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment
of principal and interest to OTC is the responsibility of the City or the Paying Agent, disbursement of
such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
OTC may discontinue providing its services as securities depository with respect to the
Certificates at any time by giving reasonable notice to the City. Under such circwnstanccs, in the event
that a successor securities depository is not obtained, bond certificates are required to be printed and
delivered. 1bc City may decide to discontinue use of the system of book-entry transfers tbrouah OTC (or
a successor securities depository). In that event, bond certificates will be printed and delivered to
Beneficial Owners.
Bue Reatal1 aad Purcbue Opdoa Price
Set fonh below is a schedule of the Base Rentals to become due and payable in connection with
the Certificates (asswning the City annually renews the Leue, which it is not obliaated to do), including
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c.
the principal and interest components thereof. Base Rentals arc payable by the City to the Trustee fifteen
days prior to the applicable June I or December I interest payment date . In the event of any partial
redemption of Certificates prior to maturity, the Base Rentals arc to be rccalculated by the Trustee
pursuant to the Indenture.
TABLE I
Sclledale of Base Reatals
Base Rentals Base Rentals
Ei51:al Y=r frim;ipal Cm:np.nacof 1> ID113SS Cm11121ment<•l Tusa.I BIK B1:1U1l
1999 S 1,124,595 $ 1,124,595
2000 1,038,088 1,038,088
2001 s SSS,000 1,027,404 1,582,404
2002 575 ,000 1,005 ,363 1,580,363
2003 600,000 982,007 1,582,007
2004 620,000 957,297 1,577,297
2005 650,000 931,100 1,581,100
2006 675 ,000 903,269 1,578,269
2007 705 ,000 873,767 1,578,767
2008 735,000 842,440 1,577,440
2009 765 ,000 808,866 1,573,866
2010 800,000 772,862 1,572,862
201 l 840,000 734,312 1,574,312
2012 880,000 693,022 1,573,022
2013 920,000 648,912 1,568,912
2014 965,000 601,535 l,S66,S35
2015 1,015,000 SSl,045 1,566,045
2016 1,065,000 498,00S l,S63,00S
2017 1,120,000 442,288 1,562,288
2018 1,180,000 383,638 1,563,638
2019 1,240,000 321,618 1,561,618
2020 1,300,000 256,213 l,SS6,213
2021 1,370,000 187,460 1,557,460
2022 1,440,000 1 lS,103 l,SSS,103
2023 1515000 ]9011 1 554011
Total $21 5)0000 $16 7)9121 $38 269221
05 Assumes no optional redemptions prior to maturity.
Source: The Underwriter
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RISK FACTORS
THE PURC HA SE OF THE CERTIFICATES IS SUBJECT TO CERTAIN RISKS . EACH
PROS PECTIVE INVESTOR IN THE CERTIFICATES IS ENCOURAGED TO READ THIS
O FFIC IAL STA TEMENT IN ITS ENTIRETY . PARTICULAR ATTENTION SHOULD BE GIVEN
TO THE FACTORS DESCRIB ED BELOW WHICH , AMONG OTHERS, COULD AFFECT THE
PAYMENT OF THE PRINC IPAL OF AND INTEREST ON THE CERTIFICATES, AND COULD
ALSO AFFECT THE MARKET PRICE OF THE CERTIFICATES TO AN EXTENT THAT CANNOT
BE DETERMINED.
Soarc:es Available for Payment of Certificates
The Certificates are payable solely from (i) annually appropriated Base Rentals and any Purchase
Option Price paid by the City under the lease; (ii) moneys held by the Trustee in the Ccnificate Fund, the
Reserve Fund and the Project Account created under the Indenture; and (iii) following an Event of
Nonappropriation or an Event of Default under the Lease, any moneys received by the Trustee from the
sale of lease of the Leased Property or the exercise of other remedies under the Indenture. The
Certificates are also secured by the Ccnificate Insurance Policy to be issued by MBIA. See
"CERTIFICATE INSURANCE".
Financial Obligations of the City are Subject to Annual Appropriation
All financial obligations of the City under the Lease, including the City's obligation to pay Base
Rentals, arc subject to annual appropriation by the City Council of the City. The annual decision of the
City CoWlcil to appropriate or not to appropriate amount payable Wldcr the Lease for any Fiscal Year is
dependent upon a variety of factors that arc beyond the control of the Owners of the Certificates,
including, but not limited to: (a) the amount of funds available to the City in such Fiscal Year, which is
dependent on a variety of other factors that arc beyond the control of the Owners of the Certificates,
including, but not limited to, economic conditions of the City and the amoWlt of sales and use taxes
collected by the City which arc budgeted to comprise approximately 61% of General FWld revenues of
the City in 1998 (see "CI1Y FINANCIAL INFORMATION"), (b) other demands on the available City
funds , and (c) the City 's continued desire to use and occupy the Leased Property.
As described in more detail in Appendix A hereto, an Event of Nonappropriation will be deemed
to have occurred if (a) the Net Proceeds available following damage to, condemnation of, a material
defect with respect to or loss of title to any ponion of the Lease Property are not sufficient to repair,
restore, modify, improve or replace the Leased Property in accordance with the Lease and (b) the City has
not appropriated amount sufficient to repair, restore, modify, improve or replace the Leased Property or to
exercise its option to purchase the Leased Property by December 31 of the Fiscal Year in which such
event occurs or the insufficiency of Net Proceeds becomes apparent .
Because damage to , condemnation of, a material defect with rcspcc:t to or loss of title to any
portion of the Leased Property will likely occur with limited warning, the risk that the City Cowicil will
fail to appropriate any amounts required to avoid the occurrence of an Event of Nonapproppriation
following such an event may be greater than the risk that the City CoW1Cil will fail to appropriate
regularly scheduled Base Rentals and related Additional Rentals because the latter can be more easily be
planned for in advance.
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Cost Overruns and Delays in Completion oftbe Project
The City has agreed in the Agreement to Construct to renovate and improve the Leased Property
in accordance with the Plans and Specificanons for a fixed price of $9,300,000, and to use its best efforts
to complete the project by June 1, 2000. See "AGREEMENT TO CONSTRUCT' in Appendix A.
According to City officials, the building , which was constructed in 1985 , has all utilities in place and is
structurally sound. The Corporation has engaged, with a resolution of support by the City, an architect for
the design of the facility . Following the issuance of the Certificates, the City anticipates entering into a
contract with Calcon Constructors, of Englewood, Colorado, for the construction work relating to the
Leased Property. See "THE LEASED PROPERTY-Design and Construction of the Project".
According to City officials, such contract is expected to guaranty completion of the project for the fixed
price on a guaranteed completion date based upon drawings, specifications and other documents furnished
by the architect; however, any cost overruns due to matters not set forth in the drawings, specifications
and other documents could affect the ability to complete the project according to the Plans and
Specifications or could cause a delay in the completion of the project by the designated date .
Notwithstanding the terms of the Agreement to Construct, such unforeseen circumstances could affect the
willingness of the City to appropriate Base Rentals and other amounts payable under the Lease an could
increase the risk of the occurrence of an Event of Nonappropriation. See "Financial Obligations of the
City are Subject to Annual Appropriation" above.
Operatiag Costs and CAM Charges
In addition to the Base Rentals payable by the City under the Lease, the City is responsible for
paying all costs relating to the operation and maintenance of the Leased Property, certain costs of
repairing and replacing the Leased Property and common area maintenance charges for the shared
expenditures associated with the common areas within the Redevelopment Site. It is anticipated that the
common area costs will primarily be associated with public area maintenance, parking, and security
within the Redevelopment Site. See "ENGLEWOOD TOWN CENTER-Common Arca Maintenance".
The amount and timing of such other costs could affect the willingness of the City to appropriate Base
Rentals and could increase the risk of the occurrence of an Event of Default.
Limited Soarces of Paymnt Followia& Termludoa of tile Leue
The Lease is subject to armual termination by the City and will be terminated upon the occunencc
of an Event of Nonappropriation or an Event of Default under the Lease. Upon the ocCUrTCDCe of an
Event of Nonappropriation or an Event of Default under the Lease, the Certificates arc subject to
redemption at a redemption price that may be less than the principal of and accrued interest on the
Certificates. In addition, the redemption price may not be paid in full within an particular period
following the occurrence of the Event of Nonappropriation or Event of Default under the Lease , but,
instead, may be paid in whole or in part only if and when funds become available to the Trustee from the
exercise of remedies under the Lease . See "lHE CERTIFICATES-Redemption Provisions."
The only source available for payment of the Certificates following a termination of the Lease
will be moneys, if any, held in the Certificate Fund, the Reserve Fund and the Project Account created
under the Indenture and moneys received by the Trustee form the sale or lease of the Leased Property and
the exercise of other remedies available under the Lcue and the Indenture. Approxirnm:ly $10,700,000
from the proceeds of the Certificates is to be deposited to the Redevelopment Account. Such moneys arc
required to be used for various public improvements which are not subject to a monpae for the benefit of
the Owners of the Certificates and will not become part of the Trust Estate. See "ENGLEWOOD TOWN
CENTER-Redevelopment Undertakina and Related Development Costs". Further, no appraisal of the
market value of the Leased Property has been performed by the Corporation, the City, or the Underwriter.
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The Leased Property consists of an existing three story building, which will be renovated and improved
from moneys in the Project Account. In the Ordinance of the City approving the financing and the
execution of the Lease , the City Council determined that the Base Rentals represent the fair value of the
use of the Leased Property and, in making such determination, has given consideration to, among other
things, the cost of acquiring, constructing, and equipping propeny similar to the Leased Propeny. Based
upon the principal amount of the Certificates, the square footage cost of the building, a ponion of which
will remain unfinished, is approximately $165 per square foot . There is no assurance that the Trustee will
receive any moneys from the sale or lease of the Leased Propeny or the exercise of other remedies under
the Lease and the Indenture following the occurrence of an Event of Nonappropriation or an Event of
Default under the Lease .
The amount and timing of moneys received by the Trustee from the sale or lease of the Leased
Property or the exercise of other remedies under the Lease and the Indenture following the occurrence of
an Event of Nonappropriation or an Event of Default may be adversely affected by, among other factors ,
economic conditions in the City that could reduce the amount of moneys available to the potential
purchaser or lessee of the Leased Propeny; and delays in the availability of the Leased Propeny for sale
or lease because of (a) delays in enforcing the remedies under the Lease and the Indenture, including, but
not limited to, delays inherent in court proceedings and delays resulting from limitations on the
enforceability of the Certificates, the Indenture, the Lease and the Agreement to Construct referred to in
"Enforceability of Remedies" below, (b) delays in finding a purchaser or lessee for the Leased Property
due to , among other things , the design of the Leased Propeny for municipal uses, and (c) delays in
consummating a purchase, lease or uther arrangement with a purchaser or Jessee .
Condemnation by tbe City
A Colorado city recently attempted (a) to terminate a lease purchase agreement for a building that
it was using as its city hall by nonappropriation and (b) to condemn the building using its power of
eminent domain for a price that would not have been sufficient to pay the principal of and interest oo the
certificates of participation issued to finance the building. Although the city, after extensive court
proceedings, ultimately did not condemn the building, there is a risk that a Colorado govamncnt,
including the City, could terminate a lease purchase agreement and condemn the leased property and that
a court could determine that the condemnation price (which, under Colorado law, is supposed to be fair
market value) is ress than the principal of and interest payable on any certificates, bonds, or ocher
obligations tsSUed to finance the propeny .
The City has •arced in the Lease that, to the extent permitted by Jaw, that in the event it brings an
ermncnt domatn or condemnation proceeding with respect to all or any portion of the Leased Property, the
appraised value of the condemned portion of the Leased Property shall be not less than the greater of(i) if
the Certificates arc then subject to redemption, the redemption price of the Certificates that arc
attnbutable to the condemned property minus a proportionate share of the amount then on deposit m the
Reserve Fund or (ii) if the Certificates are not then subject to redemption, the amount necessary to defeasc
the Cernficatcs attnbutable to the condemned propeny to the first date on which the Certificates are
subJect to redemption under the Indenture llllllUS I proportionate share of the amount then on deposit in
the Reserve Account.
It is, however, not clear lhat the apeemmt dacribed in the immediately preceding paragraph is
enforceable. Bond Counsel and die City Aaomey have not delivered any opinions and the City, the
Corporation and the Underwnter have not made my representation regarding die enfon:cability of such
agreement. If the agreement dacnbed in the immediately preceding pangnph ii not enforceable, there is
a risk that the City could aucmpt to tmmnate the Lease and condemn the Leued Property and that the
coun hearing the condemnation action could order a condemnation price (which, as noted above, under
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Colorado law is supposed to be the fair market value) that is insufficient to pay the principal of and
interest on the Certificates.
Dilution of Security for the Certific:ates
The Indenture permits the issuance of Additional Certificates payable from the Trust Estate on a
parity with the pledge of the Trust Estate to the payment of the Certificates. Sec "TIIE INDENTIJRE-
Additional Certificates" in Appendix A hereto . The issuance of Additional Certificates may dilute the
security for the Certi ficatcs by mcrcasmg debt service obligations under the Indenture without a
concomitant increase in security for the Certificates.
Year 2000
Certain date-sensitive computer software and embedded microchips in computers and other
systems in use today worldwide were produced at a time when data concerning a given year was
represented only by the final two digits, rather than the four necessary to distinguish a century and a year
within a century . Any such software or embedded chip may recognize a date using ''00'" as the year
within 1900 rather than the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability to process transactions ,
send inv oices or engage in similar business activities. The City, the Trustee, and DTC, along with other
parties, all utilize computer programs with date-sensitive software and their operations could be affected
on or about January 1, 2000 if appropriate steps arc not taken to assess and resolve any problems that may
exist due to their date-sensitive software. See "CITY FINANCIAL INFORMATION-Year 2000
Compliance" for a discussion of the status of year 2000 issues affecting the City.
The Trustee holds certain fimds as described herein and pays on each Interest Payment Date to
the registered owner of the Certificates (DTC or its nominee while the Book-Entry Only system is in
effect) the principal of and interest on the Bonds then due. The Trustee has represented to the
Corporation that addressing year 2000 issues is a top priority of the Trustee and a specific task-force has
been formed for such purpose. The Trustee's assessment phase is in process and the Trustee has
committed resources to rernediate and test its programs, databases, applications, equipment and facilities .
Public information made available by DTC states that DTC is currently testing its system for year
2000 compliance and fully expects to be year 2000 compliant by December 31 , 1999.
Enforceability of Remedies
A termination of the Lease Term as a result of an Event of Nonappropriation or an Event of
Default will give the Trustee the right to possession of, and the right to sublease or liquidate its leasehold
interest in the Leased Property, all in accordance with the provisions of the Lease and the Indenture. The
enforceability of the Certificates, the Lease and the Indenture is subject to applicable bankruptcy laws,
pnnciples of equity affecting the enforcement of creditors ' rights generally and liens securing such rights,
the police powers of the State of Colorado and its political subdivisions and judicial discretion. Because
of the delays inherent in enforcing the remedies of the Trustee upon the Leased Property through the
courts, Owners of the Certificates should not anticipate that the remedies of the Trustee are remedies
which could be accomplished rapidly. Any delays in the ability of the Trustee to resolve its claim to the
Leased Property in order to sublease or liquidate any Leased Property may rt<Sult in delays in the payment
of the Certificates after the expenditure of amounts on deposit in the Reserve Fund.
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Effects on the Certificates of an Event of Nonappropriation or an Eveat of Defaah
Bond Counsel has rendered no opinion with respect to the applicability or inapplicability of the
registration requirements of the Securities Act of 1933 , as amended, to any Certificate subsequent to a
termination of the Lease Term by reason of an Event of Nonappropriation or an Event of Default. If the
Lease Term is terminated by reason of an Event of Nonappropriation or an Event of Default, there is no
assurance that the Certificates may be transferred by a registered owner thereof without compliance with
the registration provisions of the Securities Act of 1933 , as amended, or the availability of an exemption
therefrom .
In addition, Bond Counsel has rendered no opinion as to the treatment for federal or State of
Colorado income tax purposes of any moneys received by a registered owner of the Certificates
subsequent to an Event of Nonappropriation or an Event of Default. 'There is no assurance that any
moneys received by the registered owners of the Certificates subsequent to an Event of Nonappropriation
or an Event of Default will be excludible from gross income for purposes of federal or State of Colorado
income taxation.
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CERTIFICATE INSURANCE
The following information has been furnished by the Insurer for use in this Official Statement .
Reference 1s made to the specimen of the Insurer's policy attached as an appendix hereto.
Certificate luaruce
The Certificate Insurance Policy unconditionally and irrevocably guarantees the full and complete
payment required to be m,de by or on behalf of the City to the Trustee or its successor of an amount
equal to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a
mandatory sinking fund payment) and interest on the Certificates as such payments shall become due but
shall not be so paid (except that in the event of any acceleration of the due date of such principal by
reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than
any advancement of maturity pursuant to a mandatory sinlcing fund payment, the payments guaranteed by
the Certificate Insurance Policy shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration); and {ii) the reimbursement of
any such payment which is subsequently recovered from any owner of the Certificates pursuant to a final
judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to
such owner within the meaning of any applicable bankruptcy law (a "Preference").
The Certificate Insurance Policy docs not insure against loss of any prepayment premium which
may at any time be payable with respect to any Certificate. The Certificate Insurance Policy docs not,
under any circwnstanccs, insure against loss relating to: (i) optional or mandatory redemptions (other than
mandatory sinking fund redemptions); (ii) any payments to be made on an accelerated basis;
(iii) payments of the purchase price of Certificates upon tender by an owner thereof; or {iv) any
Preference relating to (i) through (iii) above. The Certificate Insurance Policy also does not insure against
nonpayment of principal of or interest on the Certificates resulting from the insolvency, negligence or any
other act or omission of the TNStec or any other payment agent for the Ccrtificata.
Upon receipt of telephonic or telcanpmc nolicc, such notice sublequmtly confirmed in writing
by registered or certified mail, or upon reccipt of wriaen notice by repstcred or certified mail, by MBIA
from the Trustec or any owner of a Ccrtificale the payment of an insured amount for which is then due,
that such required payment bas not been made, MBIA on the due dale of such payment or widlin one
business day after receipt of notice of such naapayment, whicbcver ii lala', will make a deposit of funds,
in an account with State Slrect Bank and Trust Company, N.A., in New York. New York, or its IUCCCID',
sufficient for the payment of any such insured amounts which arc dlCn due . Upon prewentmcnt and
sunender of such Certificates or praenlmellt of such other proof of owmnbip of the Certificat.es,
together with any appropria1IC instruments of auipmcnt to evidence the aaaipmcm of the insured
amounts due on the Certificates as arc paid by MBIA, and appropria1e inllrumenta to effect the
appoantmcnt of MBIA as agent for such owners of the Ccrtifica11CS in any lcpl proceedina related to
payment of insured amounts on the Certificates, such inslrumcnts bcma m a form satisfactory to State
Street Bank and Trust Company, N.A ., State Street Bank and Tl"UII Company, N.A. sbal1 disbunc to such
owners or the Trustee payment of the insured amoums due on such Ccrtificala, leu any amount held by
the Trustee for the payment of such insuml amounts and 1epl1y available therefor .
llelerYe had Santy Boad
Application has been made to MBIA for a commitment to iuue a sumy bond to fund the Raene
Fund scc1111111 the Certificates. The 1998 Surety Bond will provide that upon notice &am the Trustee to
MBIA to the effect that insufficient amounts are on depolit in the ~ Fund to pay the principal of
(at maturity or pursuant to mandatory redemption requirements) and iD1llrat on the Ccnificallea, MBIA
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will promptly deposit with the Trustee an amount sufficient to pay the principal of and interest on the
Ceruficates or the available amount of the 1998 Surety Bond, whichever is less. Upon the later of:
(i) three days after receipt by MBIA of a Demand for Payment in the form attached to the 1998 Surety
Bond, duly executed by the Trustee ; or (ii) the payment date of the Certificates as specified in the
Demand for Payment presented by the Trustee to MBIA, MBIA will make a deposit of funds in an
account with State Street Bank and Trust Company, N .A., in New York, New York, or its successor,
sufficient for the payment to the Trustee, of amounts which are then due to the Trustee (as specified in the
Demand for Payment) subject to the Reserve Fund Surety Bond Coverage.
The available amount of the 1998 Surety Bond (the "Reserve Fund Surety Bond Coverage") is
the initial face amount of the 1998 Surety Bond less the amount of any previous deposits by MBIA with
the Trustee which have not been reimbursed by the City. The City and MBIA have entered into a
Financial Guaranty Agreement dated as of December I, 1998. Pursuant to the Financial Guaranty
Agreement, the City is required to reimburse MBIA, within one year of any deposit, the amount of such
deposit made by MBIA with the Trustee under the 1998 Surety Bond. Such reimbursement shall be made
only after all required deposits to the Certificate Fund have been made.
Under the terms of the Financial Guaranty Agreement, the Trustee is required to reimburse
MBIA, with interest, until the face amount of the 1998 Surety Bond is reinstated before any deposit is
made to the Reserve Fund. No optional redemption of Certificates may be made until the 1998 Surety
Bond is reinstated . The 1998 Surety Bond will be held by the Trustee in the Reserve Fund and is
provided as an alternative to the City depositing funds equal to the Reserve Fund Requirement for
outstanding Certificates. The 1998 Surety Bond will be issued in the face amount equal to the Reserve
Fund Requirement for the Certificates and the prcmiwn therefor will be fully paid by the City at the time
of delivery of the Certificates.
MBIA
MBIA is the principal operating subsidiuy of MBIA Inc ., a New York Stock Exchange listed
company (the "Company"). The Company is not oblipted to pay the debts of <II" claims apinst MBIA.
MBIA is domiciled in the State of New Y orlc and licensed to do business in and subject to regulation
under the laws of all SO states, the City of Columbia, the Commonwalth of Puerto Rico, the
Commonwealth of the Northern Mariana Islands, the Virgin Islands of the United Slates and the Territory
of Guam. MBIA has two European branches, one in the Republic of France and the other in the Kiqdom
of Spain . New York has laws prescribing minimum capital requirements, limiting classes and
concentrations of investments and requiring the approval of policy rates and forms. State laws also
regulate the amount of both the agrepte and individual risks that may be insured, the payment of
dividends by MBIA, changes in control and transactions among affiliates. Additionally, MBIA is
required to maintain contingency reserves on its liabilities in certain amounts and f« certain periods of
time .
Effective February 17 , 1998, the Company acquired all of the outstanding stock of Capital
Markets Assurance Corporation ("CMAC") through a merger with its pamit CapMAC Holdings Inc.
Pursuant to a reinsurance agreement, CMAC has ceded all of its net insured risks (including any amounts
due but unpaid from third party reinsurers), as well as its unearned premiums and contiJlaency reserves to
MBIA. The Company is not oblipted to pay the debts of or claims against CMAC.
As of December 31, 1997, MBIA had admitted auets of SS .3 billion (audited), toeal liabilities of
$3 .S billion (audited), and total capital and surplus ofSl.8 billion (audited) dclennined in accordance with
statutory accounting practices prescribed or permitted by insurance rqulatory authorities . AJ of June 30,
1998, MBIA had admitted assets of $6.0 billion (unaudited), toeal liabilities of S4.0 billion (unaudited),
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and total capital and surplus of $2 .0 billion (unaudited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory authorities .
Furthcnnorc, copies of MBIA's year end financial statements prepared in accordance with
statutory accounting practices arc available without charge from MBIA. A copy of the Annual Report on
Form 10-K of the Company is available from MBIA or the Securities and Exchange Commission. The
address of MBIA is 113 King Street, Armonk, New York 10504. The telephone number of MBIA is
(914) 273-4545.
Moody's Investors Service, Inc . rates the claims paying ability of MBIA "Aaa ."
Standard & Poor 's Ratings Services, a division of The McGraw-Hill Companies, Inc ., rates the
claims paying ability of MBIA "AAA."
Fitch IBCA, Inc. (formerly known as Fitch Investors Service, L.P .) rates the claims paying ability
of MBIA "AAA."
Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies
of insurance. Any further explanation as to the significance of the above ratings may be obtained only
from the applicable rating agency.
The above ratings arc not recommendations to buy, sell or hold the Certificates, and such ratings
may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or
withdrawal of any of the above ratings may have an advene effect on the market price of the Certificates.
MBIA does not guaranty the market price of the Certificates nor docs it guaranty that the ratings on the
Certificates will not be revised or withdrawn .
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THE LESSOR
The Corporation
The Articles of Incorporation of the Corporation were filed with the Secretary of State of the
State of Colorado on or about August 14, 1997 . The Corporation was incorporated as a nonprofit
corporation under the laws of the State of Colorado, for the primary purpose of lessening the burden of
government of the City of Englewood including taking title to certain land and improvements which is
pan of the Cinderella City Shopping Center and performing or arranging for the performance of certain
environmental remediation services with respect to such property . To achieve such purposes the
Corporation has the powers, among others, to : receive, maintain and deal with, in any manner whatsoever,
real or personal property, and usmg and applying the whole or any pan thereof, including income
therefrom; and to borrow money and become indebted and to execute and deliver bonds, notes,
debentures , cenificates of participation in lease or other revenu!;s , or other securities, instruments or
obligations, for the purposes of acquinng real or personal property, constructing, installing and acquiring
improvements, and for such other purpose as may be necessary or desirable. Such indebtedness may be
unsecw-ed, may be secured by any mongage, trust deed or other lien upon the propcny to be acquired or
any other right or interests of the Corporation.
The Corporation has three directors appointed by the City Manager. Unless otherwise designated
by the City Manager, the three persons shall be those individuals holding the positions with the City of
Englewood, Colorado, of Finance Director, Engineering Manager, and Director of Neighborhood and
Business Development. Any vacancy occurring in the Corporation's Board of Directors shall be filled by
the City Manager of the City of Englewood. Should a vacancy exist in any Board position by reason of a
vacancy in the position with the City of Finance Director, Engineering Manager, or Director of
Neighborhood and Business Development, any individual named by the City to serve in such position on
an interim basis shall serve as a director until such position is filled on a permanent basis. If no individual
is named to serve in such position on an interim basis, the City Manager shall name another individual to
serve as a director until such position is filled .
Name
Rick Kahrn
Frank Gryglewicz
Rohen Simpson
Office
President
Treasurer
Secretary
Board of Directon
Position wi&b &be City of fnrlcwood
Engineering Manager
Director of Financial Services
Director of Neighborhood and Business Development
Since its organization through September 30, 1998, the Corporation has expended approximately
$2,475 ,000 on redevelopment activities, the funds for which have been advanced by the City to the
Corporation . Upon sale or lease of ponions of the property within the Redevelopment Site, the City is
expected to be reimbursed for the funds so advanced; provided however, the Corporation is under no
contractual obligation with the City to repay the amounts so advanced .
Acquisition of Redevelopment Site by Corporation
The Corporation obtained the property comprising the Redevelopment Site from various puties
including the City, Cindermark Associates, a joint venture (''Cindmnarlc") and Joslins Dry Goods
Company, a Colorado corporation.
The City held title to the propcny gcncrally comprisinr the parking within the Cinderella City
Shopping Center and conveyed such property to the Corporation in 1997 in consideration of the
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Corporation widertaking the obligation to support the redevelopment and commercial enhancement of the
property. Such transfer was made for ten dollars and other good and valuable consideration.
On August 18 , 1997, the City entered into a Property Transfer Agreement (the "Transfer
Agreement") with Cindermark, pursuant to which the mall facility (with the exception of the building
described in the following paragraph) and land beneath the mall was conveyed to the Corporation in
December of 1997 . Cindermark was at such time a joint venture of The Equitable Life Assurance Society
of the United States and Denmark Associates, a Pennsylvania limited partnership. The Transfer
Agreement was assigned to the Corporation on November 3, 1997. Pursuant to the Transfer Agreement,
the property was transferred "as is", with the exception of certain representations and warranties
contained in the Transfer Agreement. The parties acknowledged that prior to the redevelopment of the
property , certain enviromnental remediation work would be required for the removal of part of all of the
existing asbestos referenced in specified environmental reports and letters . Cindermark agreed to
undertake such environmental remediation, at its sole cost and expense, subject to specified conditions.
Subsequent to the receipt of the property by the Corporation, additional environmental remediation work
has been required prior to demolition of the facility and the Corporation has contracted with its demolition
contractor for the completion of such work. The City has advanced funds to the Corporation to finance
such remediation. Upon completion of such additional remediation work, which is expected to cost
approximately $2,000,000, the City expects to demand reimbursement from Cindermark under the terms
and provisions of the Transfer Agreement for such expenditures and, in the event that such reimbursement
is not made, to bring an action against Cindermark for damages incurred by the City. However, the
receipt of such reimbursement by the City is not expected to effect the fimding for the redevelopment
within the Redevelopment Site or the renovation of the Leased Property.
On October 31 , 1997, the Corporation entered into a Purchase and Sale Agreement (the "Sale
Agreement") with the Joslin Dry Goods Company, a Colorado corporation ("Joslin"), for the sale of the
Joslin's building within the Cinderella City mall to the Corporation . Such property was sold for a sales
price of $400,000 and a representation that Joslin intalded to ttcat the difference between the sales price
and the fair market value of the property u a charitable donation for federal income tax purposes. The
Corporation did not make a representation u to the value of the claimed charitable contribution. Pursuant
to the Sale Agreement, the property was sold by Joslins in an "as is" condition and Joslins made no
property reprnentations reprdina environmc:nlal matters relatina to the property.
Finally, approximately S acres within the Redevelopment Site which is intended to be utilized for
surface parkina is lcaaed by the City pursuant to a the terms of a subleue, dated Decanber 8, 1997, with
Cindmnarlt. The subleue, which may be taminatcd on a annual buis with six months notice, extends
through February I, 206S . The City pays monthly rent of S 1,250 per month under the sublease.
Corpontioa Site Redevelopmeat Colts
The current estimated costs relating to the demolition and site preparation for the Redevelopment
Site are u follows :
Action Nc:ircaecy
Land Assemblage
Remediation
Demolition
Site Fill
Estimated Site Costs
Total Estimate Costs
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Sl,S00,000
2,S00,000
4,S00,000
3700000
$12 200000
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As stated under "The Corporation" above , the Corporation has incurred and paid certain of the costs
referenced above with moneys which have been advanced by the City . Pursuant to the Master
Development Agreement, the Master Developer is to complete the site preparation pursuant to the plans
and specifications mutually agreed to between the parties.
In July of 1998, the Corporation engaged LVI Environmental Services, Inc . ("LVI") as the
demolition contractor for the Redevelopment Site . Generally, the demolition work is comprised of the
demolition of the Cinderella City Shopping Center (with the exception of the building comprising the
Leased Property and the propcny described in the following pangraph), demolition of foundations and
slabs-on-grade, disconnecting and capping identified utilities, protection of items to remain intact, and the
removal of all materials except concrete which is being crushed on-site into structural till malmal. The
contractor mobiliud and began conS1nlction in August of 1998; however, due to certain asbestos
containing materials uncovered during the ongoing demolition, delays have been realized during the early
demotion schedule pending the removal of such materials . L Vi 's initial bid price for the demolition was
based upon an asbestos-free facility and the Corporation has conlracted with L VI, on a case-by-case basis,
for on-going asbestos removal activities. The Corporation's contract with LVI, which is for the bid
amount of approximately $2,850,000 plus additional remediation work amounts which have been
subsequently contracted for, is generally based upon the "Standard Genenl Conditions of the
Cons1ruction Contract prepared by Engineer Joint contract Document Committee", and contains general
provisions regarding performance and payment of bonds, as well as insurmce requirements.
The Corporation also is to conttact with the Cleveland Wrecking Company for a second and final
phase of the demolition for which fcdcral grant money is available. The second phase involves
demolition of a portion of the parking structure. In October of 1998, the City entered into an
Intergovernmental Agreement pertaining to a Long-Tenn Economic Detaiontion Implcmmtation Grant
with the fcdcral Economic Development Administration, the Colorado Stale Historical Society, and the
Corporation. The pant is in the amount of $800,000 and the COl11nlct with the Cleveland Wrecking
C,ompany is expected to be in the amount of approximately S 1,400,000.
Corpondoa Not Liable for Payaeat ef Cll1Hlcam
The Corporation hu aareed to ada' into the Leue Purchaae Aa,eement with the City to facili1ale
the financina of the Project. The Carparalion hu ulipcd its riplS and illlerall under the Leue (with
certain exceptions) to the Trustee for the benefit of the Owners of the Certifical. TIIE
CORPORATION lS NOT LIABLE FOR 1HE PAYMENT OF BASE RENI'ALS OR ADDl110NAL
RENTALS , AND 1HE OWNERS OF 11IE CEllTIFlCA TES HA VE NO RIGHT TO LOOK TO TIIE
CORPORATION FOR ANY PAYMENI'S OF 1HE CER.TIFlCATES OR FOR ANY 01HER.
PAYMENTS . In addition, the Corporation has no control over the expenditure of the proceeds of the
Certificates.
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THE LEASED PROPERTY
Agreement to Construct
The Project will be constructed and equipped by the City , on behalf of the Corporation and the
Trustee, pursuant to the Agreement to Construct. For a summary of the terms of the Agreement to
Construct, see ''AGREEMENT TO CONSTRUCT' in Appendix A hereto . For a discussion of the risk of
costs ovenuns and delays in completion of the Project, see "RISK FACTORS-Cost Ovenuns and Delays
m Completion of Project."
Description of the Leased Property
Geun,JJy. The Leased Property will consist of the Land, the existing facility to be renovated and
improved (the "Improvements"), and certain equipment to be used in connection with the Improvements
(the "Equipment"). The following table sets forth general information regarding the estimated costs with
respect to the Leased Propeny.
Civic Center -finished space
Civic Center -unfinished space
Equipment
Architecture and engineering
Miscellaneous
Connngency
Total
The Leased Property
Size
<square feet}
100,000
31,000
Costs Per
Square Foot
$68
20
Estimated
Costs0 >
$6,800,000
620,000
750,000
650,000
40,000
440090
$9 300000
<1> Funds for the payment of the estimated costs will be held by the Trustee . Sec "lllE
CERTIFJCA TES-Application of Cenificate Proceeds".
Source:
~ The land consists of approximately two acres, on which is located an existing building and
a perimeter area which extends at least twenty-five feet from the perimeter wa11s of the building.
Tiu 1-,,ro--a. An existing building, formerly occupied by Foley's for use as a retail store,
1s to be renovated and improved for use as the Englewood Civic Center. The facility, which is
approximately 55 feet tall and includes three floors, is expected to comprise approximately 100,000 gross
square feet of finished space and approximately 31,000 gross square feet of unfinished space. For a draft
of the floor plan for the building, sec the appendices hereto.
Efllip.-111-The Equipment will consist of telephones, telephone wiring, data wiring, court
microwave link, custodial equipment (such as power floor care machine , lifts to change lights) grounds
equipment (such as mowers and snow removal vehicles) security cameras and devices, keying, copiers,
and necessary furniture (such as chairs, desks, shelving, and task lighting).
P•rki11g . Parking for the Leased Property will be shared by all propenics located within the
Redevelopment Site and, with the exception of the property to be purchased by Wal-Man, is to be owned
by the Corporation. Legal interests in such shared parking will be granted by cross parking easements.
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Use of the Leased Property by the City
The Leased Property will be used as the Englewood Civic Center and the City anticipates that the
Leased Property will be used for , among other things, municipal courts, municipal offices and a library.
The Civic Center facility will replace the existing Englewood City Hall which is located immediately east
of the Redevelopment Site.
The existing City Hall was built in the 1950 's as a manufacturing plant. In 1965 , the building,
which has two floors, was converted into the City Hall but still maintained many of the original features
such as the electrical and HV AC systems, differences in floor elevation and other items which arc not
ideally suited for use as municipal or office space. The cWTCDt square footage of the City Hall is
approximately 67,600 square feet and the City reached its operational capacity in the facility several years
ago. A number of rcnovations and reconfigurations to make the existing space work have resulted in an
inefficient maze-like building in which the City has been unable to handle increases in municipal services.
According to City officials, the second floor of the facility is not handicapped accessible, the municipal
court has not been able to effectively handle any increase in caseload, the City library maintains a smaller
collection than it could display in a larger facility , and substantially all department office space is
overcrowded. In the Master Developer Agrccmcnt, the City has given the Master Developer a six-month
option to acquire the site of the existing City Hall at an acquisition price equal to the fair market value for
retail use of the site at the time of the exercise of the option. Such option expires on July I , 2000, and, if
not exercised, the City currently intends to sell the site to a third party and not to retain the property for
municipal uses .
Desiga ud Coastnlctioa of the Project
On or about February 18, 1998, the Corporation entered into a Standard Form of Agrccmcnt
Between Owner and Architect , with certain modifications, with David Owen Tryba Architects, of
Denver, Colorado ("Trybaj for the design of the Project. Tryba was founded in 1988. David Tryba, who
was named the Young Architect of the Year in 1992 by the Denver Chapter of the Denver American
Institute of Architects, leads the firm of over 20 professionals, including eight liccmcd archileets. Tryba
has also been separately engaged by the Master Developer for, among other things, the urban design of
the Redevelopment Site.
Additionally, based upon a bidding and selection process which concluded in October 1998, the
Corporation, with the endorsement of the City, selected Calcon Constructors of Enslcwood. Colorado
("Calcon") to be the general contrletor for the renovation and improvement of the building comprisina
the Leased Property . The Corporation has cnpged Calcon, for a fee of $25,000, to work with Tryba OD
the preconsttuction activities leading up to a "auaranleed maximum price" for the rcnovatiOD of the
building. Thereafter, it is the intent of the Corporation, upon issuance of the Ccrtificala, to cn1er into an
agrccmcnt with CalCOII for consttuctiOD and post construction activities.
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ENGLEWOOD TOWN CENTER
History
The Cinderella City Shopping Catter was constructed upon a site which, prior to its sale to the
owners of the mall, was owned by the City and which had been used, in part, as a park. The mall opened
in 1968 and was said, at the time of such opening, to be the largest enclosed mall in the western United
States. Thc mall generated in excess of SO"/o of the City's sales tax revenues in the 1970's. During the
1980's, the lack of updating or renovation of the mall, combined with increased regional retail
competition and changes in consumer spending, had a significant impact on the viability of the mall,
resulting in steadily declining sales tax revenues for the City.
In the early 1990's, the City retained marketing companies to investigate future retail needs and
future use of the site. Public hearings on the redevelopment of the site were held and requests for
qualifications for redevelopment of the area were solicited in November, 1994. In 1995 the City
Advisory Group recommended the Miller-Kitchell (now known as Miller Weingarten Realty, LLC)
proposal for an en1a1ainment/retail project. Due to delays in implementing the proposal, additional
public i-rings were held in 1996, and negotiations with Miller Weingarten on a development plan were
resumed. Sec "Master Development Agreement" hereafter.
Redeveeo,-t Ulldertaklq ud Related °"elopmeat Acdvidel
A portion of the proceeds of the Certificates will be distnlluted to the City for the purpose of
financing the "Redevelopment Undenaking". Thc Redevelopment Undcrtaking generally consists of the
construction, acquisition, and installation of various public improvements includiq but not limited to a
portion of the costs of site demolition and preparation, streets, traffic sipals 111d signage, public parking,
public utilities, landscaping, and pedestrian enhancements within the Redevelopment Site.
Set forth in the following table is III estimated source and use of funds reJatin& to the
redevelopment activities within the Redevelopmmt Site, exclusive of costs aUocable to the conlllUction
of facilities constructed within the Redevelopment Site 111d to the renovation of the Leued Property. Not
all of th, sources of fia,diag illdicalal ill tlw f""'1wu,g tabk IJaw beer, s«:wed; iw-. ill tlw ffal of
s/,ortfaJ/s in such '1!WftllG, tJw Co,poratio,I 1111d tlw Cily tllflidpaU """"fyillg tlw u, of faNls as
CIIITelUly INdgded. Similarly. ill tlw eva1 of iltcreasa ill apaditwa as ctUTelflly ,,.,._,,, tlw
Corporalion 1111d th, Cily t111ticipote ~ al--,, sawr:a of f,atdu,g or """"fla,tio of tlw toe of
funds as ~y ln,dg««l .
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Estimated Soarces of Faadlq
Redevelopment Account<•>
Master Development Payment<2>
Wal-Mart land acquisition payment<3>
RID Project Payment<•>
Residential Developer Payment5>
EDAGrant6>
Additional RID Funding<•>
Total
Estimated Use of F'Hds
Site Costs<6>
Street
Utilities
RID Pedeslrian Enhancements
Plaza
Off-Site Improvements
Parking
Contingency
Total
$10,700 ,000
10 ,000 ,000
3,400 ,000
2,700 ,000
3,000,000
800 ,000
2 200000
u2 gooooo
512,200,000
2,200,000
1,500,000
2,200,000
1,900,000
3,800,000
7,400,000
J (iOO 000
$32 800000
0 ~ts a portion of the net proceeds of the Certificates.
C2>such funding has not been secured. See "Master Developer Agreement" herein .
<3>such funding has not been secured. See "Wal-Mart Agreement" herein.
<•>see "Southwest Corridor Lisht Rail Transit Line" herein .
<5>such funding has DOI been secured. See "RaidentiaJ Development" herein .
<•>see "11IE LESSOR-Corporation Site Redevelopment Costs".
l'laaMdUllitDnlllp•W
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The lt.cdeftlopment Sile compiles approximaldy 51-aaa in dawmown Enpwoocl and is
locatedjllll eut ofSoulb Santa Fe Drift, west ofSoulh Broadway and nordl of Wat Hampden Avenue .
The ,i1e is cunently zoned B-1 aemnl businell clillrict. The site is in the proce15 or bein& re-zoned to
planned unit deYelopmmt, mmd ua dislrict. The lite requires danolition and a sipificant amount of
fill prior to development. Danoli1ion or 1he Cinderella City Sboppina Ccmc:r bepa in Auaust, 1998 and
is expected to be complelC in the sprina of 1999.
On Aupst 10, 1998, 1he City Council adopCed a raolutioo supportin& a mutier plan proposed, for
the Englewood Town Center development . The anticipued land uaes for the development are let forth in
the following table .
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Proposed Development Uses-Englewood Town Center
WoJ-Mu/11
Mater Developer Uses'11
Movie Theater
Retail/Restaurant
Retail/Restaurant (Four Pad Sites)
Residentud Dl!Vdopu Uses'J1
Retail/Restaurant/Non-Residential
Residential (291 Units)
Civic Cenui'1
(llsce "Wal-Mart Agreement" herein .
(2>scc "Master Developer Agreement" herein .
(J>see "Residential Development" herein.
EstimtUed Siu
Gross Sq1111re Feet
129,000
100 ,000
64,000
56,000
40,000
NI A
131 ,000
(•>sec "THE LEASED PROPER TY -Description of the Leased Property".
Soutb"M·est Corridor Light Rail Transit Line
The Redevelopment Site is expected to include a light rail transit stop for the Southwest Corridor
Light Rail Transit Project for the Regional Transponation DiStrict . The Light Rail Project is to be an 8.7
mile light rail transit line rwming from Broadway and 1-25 in Denver along South Santa Fe Drive to
Mineral Avenue in Linlcton. 1bc Light Rail Project is to have five intcnncdiate stations, including a stop
in the Redevelopment Site which is currently referred to at the "Hampden Station". Hampden Station is
to be located at the west side of the redevelopment site, adjacent to South Santa Fe Drive. In 1996, RID
entered mto a Full Funding Grant Agreement with the U .S. Department of Transportation to fund the
Light Rail Project. According to RID, the corridor is approximately SO"lc, completed and is expected to
be opened for revenue service in the year 2000.
On January 6 , 1997, the City entered into an agreement with RID (the "RID Agreement") to
provide for the incorporation of certain transit related improvements and permanent transit easements for
RID at the Redevelopment Site. The transit related improvements generally consist of parking for
approximately 670 automobiles (which may include shared parking with businesses that do not have peak
service needs coinciding with peak commute times), an eight bay but transfer facility , pedestrian access
from the parking and transfer facilities to the station platform, and the reservation of certain land for
in stallation of a light rail transit traction power station (such improvements collectively referred to as the
"Hampden Station Improvements"). For the Hampden Station Improvements, RID has agreed to
contribute S2, 700 ,000 pursuant to the RID Agreement, none of which amount has been advanced to date .
Under the RTD Agreement, the City is responsible for the preparation of any access easement
instruments, and to provide the design, inspection, testing and engineering services for, and construct, the
Hampden Station Improvements. Final payment by RID for construction is expressly conditioned upon
substantial completion of the work under the RID Agreement by January 1, 2000. In the event that it
appears to the City or RID that the City will be unable to complete the Hampden Station Improvements
by that date or to construct temporary substitute parking within the designated area, or the City has not
begun constructi on of the Project by July I , 1998, the parties are to so stipulate in writing and RTD has
the option to cancel the RID Agreement or to itself construct temporary substitute parking within the
designated area. While the stipulated date .to bcain construction has passed, the Corporation is currently
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undertaking the demolition of the Redevelopment Site and neither the City nor RID has addressed the
passage of such deadline.
Finally, the RID Agreement provides that the panies contemplate a j oint use project for which a
j omt use maintenance agreement is to be negotiated in the future . RTD agrees to contribute to the
maintenance of the proJect during its useful life , and to maintain the passenger platfonn and the traction
power substauon at its own cost. Maintenance is to include , but not be limited to , snow and ice removal,
prov1s1on of sanding and deicing agents for vehicular, bus and pedestrian access , and removal of such
sand or deicing agents as deemed necessary.
Master Developer Agreement
On or about the date of closing on the Certificates, the Corporation anticipates entering into a
contract (the .. Master Developer Agreement") with Miller Weingarten, as Master Developer, to complete
the redevelopment of the site per an approved master plan and in accordance with plans and specifications
to be mutually agreed upon . 1be Corporation and the Master Developer have negotiated the material
terms of the contract, and the contract and the attachments to the contract are currently being drafted. Set
fonh below is a discussion of the items which have generally been negotiated by the panies; however, no
assurance can be given that the Master Developer Agreement will be executed by the Corporation and
Miller Weingarten or that the Master Developer Agreement, when executed, will contain all of the terms
set fonh below.
The Master Developer Agreement is expected to contain a guaranteed maximum price for the
redevelopment work. Such work is generally set forth in "ENGLEWOOD TOWN CENTER-
Redevelopment Undertaking and Related Development Activities" and the sources of funding set forth in
said section are to be applied to the redevelopment work; provided however, the City and the Corporation
are to be reimbursed for their respective expenses, to date, which relate to such site redevelopment
activities . Any cost savings on the redevelopment work is to be shared by Corporation and Miller
Weingarten, and Miller Weingarten is to be responsible for all cost ovcmms (except costs related to
demolition or resulting from change in scope requested by City, which costs are to be paid by the City).
The redevelopment of the Leased Property will be excluded from the Master Developer Agreement.
The Master Developer Agreement is to contain performance dates for construction and phased
completion for activities set forth therein, including: roads ; utilities; transit, plaza and boulevard; parking
lots and structures; and parcels to be delivered to Wal-Man and Forest City.
The Master Developer will purchase, by means of a long-term lease, approximately 9 acres within
the Redevelopment Site. On said property, the Master Developer is to sign a sub-lease with a cinema
operator for a multiplex theater by a specified date, and to complete construction of no less than 200,000
square feet of retail space by datc(s) set forth in a performance schedule, subject to ~ ~. with
penalty ofS3,000 daily for delay . City Council approval will be required for retail leases on spaces larger
than 7,000 square feet on the first time leased properties, and spaces greater than 75 ,000 square feet for
the duratJon of the project. The Master Developer is required to obcain City consent for the gcncral
contractor for the project and Miller Weinganen is to cnpgc Waner Construction/Saunders Construction
as its general contractor.
Finally, m the event that the Master Developer materially defaults on project, following notice
and right to cure, the Corporation has right to terminate Development Apeemcnt and to take over project.
The Master Developer Agreement grants the Master Devclopcr the option to acquire or lease
certain surplus lands owned by the City adjacent to the Redevelopment Site, which property generally
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includes the existing City Hall. The acquisition price for such property is to be the fair market value for
retail use of the property at the time of exercise of the option. The Master Developer development rights
on the property are to be limited to retail uses and the City reserves the right to discuss with other
developers or users and alternative uses on a back up basis.
Wal-Mart Agreement
On or about the date of closing on the Certificates, the Corporation anticipates entering into an
Agreement for Purchase and Sale of Real Property (the "Purchase Agreement") with Wal-Mart Real
Estate Business Trust, a Delaware Business Trust ("Wal-Mart") for the sale of two parcels of real
property comprising approximately 13 acres . Set forth below is a discussion of certain terms which have
generally been negotiated by the parties; however, no assurance can be given that the Purchase
Agreement will be execuled by the Corporation and Wal-Mart or that the Purchase Agreement, when
executed, will contain all of the terms set forth below. The site is sufficient to accommodate a Wal-Mart
store of approximately 129,000 square feet and parking necessary for the facility . Tbe purchase price for
the property is established at approximately $3,400,000 and is to be payable in full upon closing.
Pursuant to the Purchase Agreement, Wal-Mart is to develop the property as a Wal-Mart store,
which shall not include a grocery, with mutually acceptable parking to accommodate the needs of the
store (which the Corporation estimates to be approximately 670 spaces), together with landscaping and
other amenities in accordance with the arclutectural and design criteria and site plan. With the exception
of the CAM charges relating to the shared parking, Wal-Mart is to participate in the CAM charges. Under
the property requirements set forth in the Purchase Agreement, the Corporation must complete or cause to
be completed the overlot grading of the Property and bringing utilities to the property. Additionally, the
Corporation is responsible for completing the necessary infrastructure, off-site and on-site improvemenrs
and common areas as are reasonably necessary for Wal-Man to open and operate its stcn. Finally, the
Purchase Agreement is subject to various contingencies (mcludina bul not limited to the City reaching
satisfactory agreement with the Master Developer with respect 10 the redevelopment) which, if not
sansfied, enable either party to cancel the agreement upoo specified nocicc .
Resllleadal Denlrp•rvt
In Aupst of 1998, the Corporation selected Forest City Residmtial West, Inc., m Ohio
corporation, to be the residential developer within the Redevelopment Area; however, no tams have been
agreed to between the Corporation and Forest City and nqotiations hawe only recmdy bepm. No
assurance can be given that any agreement will be entered into with Forest City. Punuant to the
development pro-formas relating to the residential development, the Corporation mticipala that the
residential developer is to pay $3,000,000 for the IIC(!Uisition of property within the Redevelopment Site.
The residential development is expected to consist of two primary buildinp containina approximately
291 residential units and approximalely 40,000 square feet of restauranl/retail space on the ground level
of the buildings.
Common Areas Maivteauce
The common areas within the Redevelopment Site, which includes streets, putina, a civic plaza
and pedestrian areas, comprises approximately 20 acra. Tbe development within the Redevelopment
Site will utilize cross parking easements to share parking for the various uses . Tbe parkina areas
comprise a major portion of such area and is anticipated to consist of surface and struc1Ure putcina for
approximately 4,330 vehicles. The use of such parkina will also be affected by a liaht rail transit station
which is to be located on the Redevelopment Site. See "ENGLEWOOD TOWN CENTER-Southwest
Corridor Light Rail Transit Line". Such parking areas, u well u the other common area such u the
public plua and pedestrian areas, are to be operated and maintained by the Corporation (which expec:11 to
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contract for such work with third parties), and financed from periodic common area maintenance
("CAM") charges imposed upon the property owners and terw1ts located within the Redevelopment Site.
The methodology to be used in calculating such charges has not been determined and such charges will
constitute a lien against the parties which are so assessed. Additionally, because Wal-Mart is to have its
own parking on the property which it purchases, Wal-Man is not expected to be responsible for the
payment of that component of the CAM charges relating to the shared parking areas. See "RISK
FACTORS-Operating Costs and CAM charges."
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CITY FINA.l'ICIAL INFORMATION
Neither the Certificates. the Lease, nor any payments required under the Lease constitute a
mandatory pay ment obligation in any ensuing year beyond the then currenr fiscal y ear or constitute or
give rise to a general obligation or 01her indeb1edness of 1he City. The City may 1erminate its obligations
under the Lease on an annual basis. The payment obligarions of the City under 1h e Lease may be made
from any legally available mon eys of 1he City. Set forrh hereafter is financial information concerning the
Ciry .
Accounting Policies and Fi ... cial Statemeats
The accounts of the City arc organized on the basis of funds and account groups which arc
segregated for the purpose of accounting for the operation of specific activities or attaining cenain
obJectives. For a description of the various funds and account groups, see the City's financial statements
appended hereto.
Financial operations arc accounted for by the City's Depanment of Financial Services which
prepares monthly financial information. State law and the Charter requires that an independent audit shall
be made of all City aCCOWtts at least annually. 1bc audited financial statements must be filed with the
state auditor by July 31st of each year. Failure to comply with this requirement to file an audit report may
result in the withholding of the City's property tax revenues by the county treasurer pending compliance.
1bc general purpose financial statements from the City 's 1997 Annual Financial Report are appended
hereto. Such financial statements arc the most current audited financial information available for the
City.
Since 1983, including 1996, Englewood has received the Certificate of Achievement for
Excellence in Financial Reporting awarded by the Government Finance Officers Association. Such
certificate is the highest form of recognition for excellence in state and local government financial
reporting and is awarded to governmental entities whose comprehensive annual financial reports are
judged to conform substantially to program standards . To receive the award, the report must be easily
readable and understandable. It must include all funds and financial transactions during the fiscal year
and it must go beyond the requirements of generally accepted accowting principles to provide the many
users of government financial statements with a wide variety of information using standard formatting
conventions.
1bc lease-purchase financing of the Leased Property and the Redevelopment Undertaking
represent a significant and material step for the City in a long public process of redevelopment of the
City's central business area. While certain of the activities associated with the redevelopment involve
actions to be taken by third panics and the possibility of delays which are inherent in any project of this
size, the City is m a secure financial position to meet any wiexpected events which may arise in the
process of achieving its redevelopment goals.
Owing the redevelopment stage, the City estimates that buildina use taxes collected for
construction on the Redevelopment Site should aencnte between Sl,S00,000 to $2,000,000 between 1999
and 2001. Thereafter, the City estimates that the redevelopment of the site is to aenerate between
$2,500,000 to $3,000,000 in additional sales tax revmues when the redeveloped properties -fully
operational . Also, it is expected that the redevelopment will brin& additional customers to existing
busmesses in the surroundina areas .
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In the event of delays or in the unexpected nonperformance of any of the parnes to the
redevelopment, the City can rely upon its General Fund balances, which have increased from $4 ,149 ,030
at the end of 1990 to $8 ,677 ,580 at the end of 1997 due to conservative fiscal practices and upon eXJsting
revenue receipts . Sales and usc taxes remain the most unponant component of the General Fund 's
revenue composition. In 1990, total collection of sales and usc taxes was $12,653 ,382 . By 1997. the total
was $16,112 ,457 , an increase of 27 .3 percent. This has occurred dunng a pcnod in wluch sales ta..,c
revenues generated from the Cinderella City Shopping Center were steadily decreasing . The City of
Englewood has also aggressively hcensed and collected taxes from vendors physically located outsHle the
City but making sales and delivenes inside the City.
Finally, the City has an urban renewal authority which receives an increment of the sales tax
revenues generated from a defined area within the City adjoining the Redevelopment Site and an
increment of property tax revenues generated from a defined area which includes, in part, the
Redevelopment Site. The allocation for such revenues is currently scheduled to terminate in the year
2007 as State law only allows a tax increment to be collected for 25 years. In 2007, the City of
Englewood is to begin receiving the incremental sales and property tax revenues, which totaled
approximately $2,446,370 in 1997; however, the bonds secured by such increment are in default and the
use of such revenues is currently subject to litigation . See "LEGAL MATTERS-Pending and Threatened
Litigation Involving the City".
The Sales and Use Tax
A"tllority for tlle l•posiao11 oftlle SIiia ""' Use TIIX . The City's sales and usc tax is imposed
pursuant to the City Charter. The City 's current sales and usc tax rate is 3.5%, which became effective
January I , 1988 after an approving election thereon. The City 's ordinances relating to the imposition,
collection, adr.tinistration, and enforcement of the City's sales and use tax, have been codified a ; Chapter
4 of the City's municipal code (the "Sales and Use Tax Code").
Dacriptio11 of Sllhs Ta. In accordance with the Sales and Use Tax Code, the sales tax is
collected and paid: (i) on the purchase price paid or charged upon all retail sales and purchases of tangible
personal property within the City including delivery within the City boundaries; (ii) on the amount paid
for all meals, including cover charges, if any, fwnished in any restaurant, eating house, hotel, drugstore,
club, resort or such place at which meals or food are sold to the public; and, (iii) upon the rental fee, price,
or other consideration paid or received for the rental or lease of any room, rooms, or mobile home for
lodging purposes in any establishment making such available to the public. With respect to (iii) above, in
addition to the 3 .5% sales tax, an additional charge of 2% of the cost of the rental fee, price, or other
consideration paid or received for the lodging on each full dollar of said rental fee is assessed.
The Sales and Use Tax Code also provide that certain ttansactions are exempt from taxation .
These include, but are not limited to, sales to the United States government and to the State of Colorado,
Its departments or institutions, and the political subdivisions thereof in their governmental capacities;
sales to the City; sales to religious, charitable and eleemosynary institutions, in the conduct of their
regular rehgious, charitable and eleemosynary functions and activities; sale of motor vehicles, trailers and
semi-trailers, registered outside of the City; sales of tangible personal property where the sales are to
parties who are residents of, or doing business in, the State of Colorado, but outside the City and the
articles purchased are to be delivered to the purchaser outside the City by conunon carrier or by the
conveyance of the seller or by mail ; sales of fuel used for the operation of internal combustion engines;
sale of medicine, medical supplies, orthopedic Ix-aces and appliances, dental appliances, hearing aids,
crutches, wheel chairs, eye glasses or other mechanical contrivances when purchased with a licensed
practitioner's written prescription; sales of food products, as defined therein, which are to be consumed
off the premises of the vendor; and, sales of goods manufactured within the City and sold directly by the
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manufacturer to a common canier operating in interstate commerce as the ultimate consumer thereof; the
sale o f construction and bui lding materials, as defined in state statutes, if such materials are picked up by
the purchaser and if the purchaser of such materials presents to the retailer a building permit or other
docwnentanon acceptable to the C ity evidencing that a local usc tax has been paid or is required to be
paid. Reference is made to the Sales and Use Tax Code for a complete listing of exemptions from the
sales tax.
Description of Use T11x.. The usc tax i s imposed for the privilege of using, storing or consuming
within the boundaries of the City any articles of tangible peiwnal property purchased at retail from
sources outside the City limits. Pursuant to the Sales and Use Tax Code, certain transactions are regarded
as exempt from payment of usc taxes; these include the storage, usc or consurnpnon o f: any tangible
personal propeny which is subject to the retail sales tax imposed by the City; any tangible personal
property purchased for resale in the City, whether in its original form or as an ingredient of a
manufactured or compounded product, in the regular course of business; motor fuel upon which there has
been paid the motor fuel tax prescribed by the Colorado Motor Fuel Tax Law of 1933 ; any tangible
personal property which was acquired at a time when the user or conswner was a nonresident of the City;
property of the United States Government, the State of Colorado, and the political subdi,isions thereof, or
by religious, charitable, or eleemosynary organizations in the conduct of their regular religious or
charitable functions; tangible personal property by a person engaged in manufacturing, compounding for
sale, profit or use any article, substance or commodity, which tangible peiwnal property is actually and
factually transformed by the process of manufacture and becomes a necessary and recognizable
ingredient, component or constituent part of the finished product and its physical presence in the finished
product is essential to the usc thereof in the hands of the ultimate conswner; property which has already
been subjected to a sales or usc tax of another county, city or City equal to or in excess of the City 's tax;
personal property which sale has occurred more than three years after the most recent sale of the property
if within the three years following such sale, the property has been significantly used within the state for
the principal purposes for which it was purchased.
M1111iur of C.u«,;o,, au~. o/s.la au Use Ta. The collection, administration,
and enforcement of the City's sales tax is performed by the Director offinancial Services (the "Director")
and the rules and regulations promulgated by the Sales and Use Tax Code. The Director of Financial
Services administers and collects the use tax.
Every person engaged in the business of making retail sales, as defined in the Code, must obtain a
sales tax license in order to do business in the City. Each individual vendor in the City is liable for the
amount of tax due on all taxable sales made by him. Once every 30 days, the vendor, if reponing
monthly, must malce a return and remit the amount due for the preceding calendar month to the Director.
Every retailer may deduct 1.6% of the sum of the sales tax computed to cover the retailer's expense of
collection and remittance of the tax .
After a Tax return is filed, it is examined by the City. lfit appears that the COrTCCt amount of tax
to be remitted is greater or less than that shown in the return to be due, the tax will be recomputed. If the
amount paid exceeds that which is due, the excess will be re.funded or credited. If the amount is less than
the amount due, the difference, together with interest thereon at the rate of I .0-/o per month from the time
the return was due must be paid by the vendor 1 S days after written notice and demand to him from the
Director. Such notices may be protested by a taxpayer to whom it is issued and timely protests entitle a
taxpayer to a hearing thereon .
The Director may hold investigations and hearings concerning any maaers covered by the Sales
and Use Tax Ordinances, and may examine any relevant books, papers, records, or memonnda of any
such person and may require the a~ of such person, or any officer or employee of such person, or
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of any person having knowledge of such sales, and may take testimony and require proof for his
information .
A penalty is levied by the City on any tax deficiency. Such penalty is 100/o of the tax deficiency .
The penalty is 500/o of the total deficiency for any deficiency due to fraud or the intent to evade the tax .
Finally, the Director is authorized to waive any penalty if he finds good cause therefore. With the
exception of specified periods of time wherein a timely protest is made, a monthly interest charge must be
levied by the City on any tax deficiency.
Pursuant to the Sales and Use Tax Code, the sales tax imposed constitutes a first and prior lien
upon the goods and business fixtures owned or used by any retailer, except the stock of goods held for
sale I the ordinary course of business, until said taxes arc paid in full. Such lien takes precedence over
other liens or claims of whatsoever kind or nature.
HisUlry of CitJ, J.5" Saa .a Use Ta lleaq,ls . The following table sets forth the City's
annual sales and use tax receipts, since 1993. According to City officials, none of the City's Sales Tax
generators were responsible for more than 6 .0% of total Sales Tax collections in 1997. The top ten
generators of Sales Tax revenues 1CC01111ted for approximately 26% of total collections in 1997.
TABLED
lliltory of City 33% Sales ud Use Tu Receipts
1993
1994
1995
1996
1997
1993<•>
0 1As ofSepm,ber 30, 1998.
Source: City Finance Depm1n11C11t
Total 3.5% Sales and
Use Tax Cc9llc:aim5
$13,405,767
13 ,467,198
13,324,224
14,881 ,477
16,112,457
14,614,529
Pm:c:nt
Change From
PrigrYqr
0.5%
(I.I)
10 .5
7.6
The following table praents a moatbly comparison of the Illes Wt receipts for the twelve mondl
periods ended September 30, 1997 and Septrmbcr 30, 1998. The City's Finance Deper1ment repons that
there were 3,562 active accounts as of Seplembcr 8, 1998 remiuing sales taxes to the City. The
discontinuation or substantial reduction in retail ales by a significant number of these businesses, for
whatever reason, could have a material advene effect on the sales Wt revenues .
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TABLEm
Moatldy Compariloa of City 3.5•;. Sales Tu llecetpu<0
Twelve-Months Ended Twelve-Months Ended
~~bl:l:JQ l~Z SQ2~bttJQ l~I! frrernt Outnsc:
Current Year Current Year Current Year
...Mmnh.... M1m1b IQ DIii: Mmdl IQ D&ll: .Ml2Dlb 1'2lak
October $1 ,533 ,150 $1 ,533 ,150 $1,711 ,15 7 $1 ,711 ,15 7 11.61 % 11.61 %
November 937,856 2 ,471 ,006 1,079,409 2 ,790,566 15 .09 12 .93
December 924,683 3,395,689 1,000,635 3,791,201 8.21 11.65
Januuy 2 ,034,041 5 ,429,730 2,568,064 6 ,359,265 26.25 17 .12
February 1,145 ,721 6 ,575,451 1,360,079 7 ,719,344 18.71 17.40
March 985,595 7 ,561 ,046 1,486,553 9,205,897 S0 .83 21.75
April 1,555 ,729 9 ,116,775 1,941,926 11 ,147,823 24.82 22.28
May 1,173,219 10,289,984 1,442,304 12,590,127 22.94 22.35
June 1,035,436 11,325,430 1,234,949 13 ,825 ,076 19 .2 7 22.07
July 1,665,238 12,990,668 1,908,147 15 ,733,223 14.59 21.11
August 1,042,543 14,033,211 1,325,837 17,059,060 27.1 7 21.56
September 999,648 15 ,032,859 1,272,552 18,331,612 27 .30 21.94
Source: City Finance Department
<1>oocs not include Use Tax Collections.
Historical Geaeral Fud Opendoa
The govcmmcntal fund utilmd for the adminillration and opcratioo of the City is the Gc:nenl
Fund . Sales tax revenues repraent the 1arpt source of rcvmue in the City's Gc:nenl Fund. The City
bu budgeled to receive $14,800,000 (61% of tolal Gmeral Fund rcvawes) from sales and use tax
revenues in 1998. Additioaal major revmuc sourca to the Gmeral Fund include franchise fees, ad
valorcm pn,pclty tua, !Jiabway IIICl'S tua, imqofflomti11al IOURlC5, cbaraa for services, and
rccrcation.
Set fCll1b in the followina table is a five-year compll'llbYC M It I w nt of rcvenua and cxpmdi1urcs
of the City's General Fund, includiaa the Decanber 31 fund balm for each yar. The followma
information should be rad tote1ba" with the ,enrnl purpoee financial 111+-iiCids and ICCOlllpml)'ina
notes of the City appended bcrcto. Preccdin& years' audiled financial '"" 1-:nts of the City may be
obcained from the sources dclipalied in "MISCELLANEOUS-Additional Information."
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TABLE IV
History ofGeaeral FWNI Revenues, Expeadihlres and Clwlca in FWNI Balance
1223 122~ 1225 122ti 1222 .__s
Taxes
Property S 1,3 16,72 6 S 1,295 ,104 S 1,306,260 s 1,3 9 2,2 13 S 1,S08,394
Specific ownerslup 148 ,615 167 ,861 170,840 182,73 9 209,351
Sales and use 13 ,405,7 67 13,467,198 13,324,224 14 ,881 ,4 77 16,112,45 7
Cigarene 528,914 546,869 574,072 597,305 606,914
Utilities 1,440,281 1,525 ,626 1,511 ,772 1,587,863 1,633,21 7
Admissions 12 ,045 7,730 5,721 7,995 9,181 ...
HotcVmotel 11 ,383 12,251 9,187 9 ,972 11 ,351
licenses and pennits 364,456 470,784 560,827 499,745 549,157
lntergovermnen1al revenue 1,016,692 976,539 1,161,668 1,244,350 1,429,365
Charges for SCJV1ces 2 ,157,623 2,139,938 2,324,269 2,435,503 2,551 ,384
Fines and forfeitures 535,342 557,934 480,570 455,547 509,713
Interest on investments 184 ,73 7 248,905 495,759 493 ,105 424,459
Other revenue IZUB2 1ll!m !58 2fi!l 122832 345 562
Total Revenues 21 31!1 5Zll 21~213 22 314122 23211!~6 25 200 505
£.fC/H'la,,,n
Cunent
General govermnmt 4 ,393,264 4 ,477,887 4 ,497,657 4 ,609,557 4 ,947,503
Public safety 8,771 ,820 9,000,482 9 ,369,911 10,793,368 11 ,138,461
Public works 4 ,691 ,552 4 ,318,241 4 ,575,221 3,492,737 3,583,479
Culture and recreation 2 361614 2,288 !34 234UZ! 3623 I~ 32221!52
T Olal Expenditures 21l 21B lZll 21!1!85 IY! 21!221 %3 22 561111112 23 m soo
Exceu of Revenues Over
(Under) Expenditures l ,083,2SO 1,461,869 1,592,666 1,341,844 2,509,005
Other Financing Sources
(Uses):
Opcratina Transfers In 150,000 244,691 2,035 3,490 2,848
Opcratina Transfers Out W1Jlllll) ------~ll32!!Z2f> (I !li IIIK2f >
Tolal LZQZ.Ollll) ....liUll _..2JW ~mg2) 0 4ZI 152)
Exceu of Revenues Over
(Under) Expenditures and
Other Financing Sources (Uses) 876,250 1,706,560 1,594,701 (2,687,638) 1,037,853
Fund Balances:
Bqinning 3 ,530,213 6,392,43Jll) 8,098,993 9 ,693,694 7,506,056
Residual Equity Transfers ID ------~ ---Ending Y9%l<zi s~ s~ s~ s~
ll'fu 1996, trwfen out included $2,266,600 IO die Capilal Project fUDd wl $500,000 IO bocb die Project Build Fund and
Pavia& District 35 Fund. In 1997 , sucb &mo11111 inthided $1,460,000 um.fared to die Capital Project Fund ..,
<1>nie difference in fund balances is a result of an IICX'Olmtina policy cJianac adapled in 1995 to conf-to die proviliou of • Govemmmlal Accountin& Slalldards Board ("GASB") Slaramnl 22. GASB SlalaDelll 22 required -from mpayer-• • assessed taxes IO be recopiz.cd in die acc'Jl•Dlin& period iD wbicb Ibey ~ IUICCpliblc to accnaal (-.blc and
available). A rellOaetlve adjus11nen1 of Sl ,985,970 wu applied to die December 31 , 1993 fllDd balll!ce far Dec:ember 1993
sales wl UIC taxes collecled in 1994.
Source: City ofEqlewoodComprdicmive Annual Financial Rq,ons 1993-1997
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Budget ud Appropriatioa Proceclare
The City's budget is constructed on a calendar year as required by the City Charter. On or before
September 15 of each year the City Manager must prepare and submit a budget to the City Council which
is a complete financial plan for the ensuing fiscal year. The budget consists of the budget proper, the
budget message, and a capital budget. The budget must contain : an estimate of anticipated revenue form
all sources other than the tax levy of the ensuing fiscal yar; an estimate of the general fund cash surplus
(or deficit) at the end of the current fiscal year; estirnatr4 expenditures necessary for the opcnlion of the
depanments, offices and agencies of the City; debt service requirements of the ensuing fiscal year, an
estimate of the swn required to be raised by the tax levy for the ensuing fiscal year, and the rate of levy
necessary to produce such Slllll ; and a balance between the total estimated expenditura and tocal
anticipated revenue form all sources, taking into account the estimated general fund cash surplus or deficit
at the end of the current fiscal year. The Charter also provides that the budget will be arranged to show
comparative figures for receipts and expenditure for at least two prior years and for the current year, and
the City Managers recommendations for the ensuing year.
A public hearing on the proposed budget must be held by City Council within 1hree -eks after
its submission. Notice of the bearing must be published within seven days after submission of the budget,
and copies of the proposed budget must be on file at the office of the City Clerk for public inspection
during business hours. The budget and appropriation resolution must be adopted not less than 30 days
prior to the first day of the next fiscal year. The City Council adopted the City's budget pursuant to the
above described procedure. The Council may certify to the County Assessor the amount to be levied on
taxable propeny within the City for collection by the county treasurer. Such levy must be certified no
later than December Is•.
The City Council adopted the City's 1998 budget in a timely manner pursuant to the above
described procedure.
Geaenl Fud Bllclpt Sa-,y ud C...,......
Set forth hereafter is a IUDIDIII')' of the City's 1998 General Fund budget, u comp11ed to the
1997 General Fund budget. Also included are the 1998 actual unaudited fipa droup September 30,
1998. The City has budgeled in 1998 for 61% of its tocal General Fund revenues to be derived hm ala
and use taxes. The City's 1arJest IJudaeted apmdilUre for 1998 (46% oftml expenditures) is for Safety
Services.
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TABLEV
General Faad Badget Summary ud Comparison
1997 1998 1998
Bwl&el Bwl1m Year IA 0aie<1>
Reveru,n
Property Tax s 1,500,000 $ 1,500,000 $ 1,709,842
Specific Ownership Tax 173 ,400 185,000 157,822
Sales & Use Tax 14 ,100,000 14,800,000 14,614,529
Cigarette Tax 600,000 600,000 450,216
Franchise Fees 1,506,400 1,639,800 1,197,147
Admissions Tax 7,548 12,000 10,874
HotcVMotcl Tax 8,772 12,000 9,538
Licenses & Pennits 616,795 579,575 490,914
Intergovcmmcntal Revenue 1,384,857 1,292,996 971 ,682
Charges for Services 2,486,413 2 ,534,011 2 ,028,992
Fines & Forfeitures 461,856 490,650 459,940
Net lnvcsancnt Income 455,000 450,000 212,876
Other Revenue J63~2 114 2SQ 68 Q!J
Total Revenues 2J 6M 82!! 2421!! 282 22 J82 353
~
Lcgislauon 157,851 193,363 117,754
City Attorney 539,731 549,448 321 ,652
Municipal Court 508,757 540,660 324,468
City Manager 496,451 432,085 309,416
Neighborhood & Business Development 1,079,597 1,109,745 822,539
Administration 1,389,159 1,471,201 372,279
Financial Services 957,403 1,126,104 1,350,729
Contingency 375,364 100,000 79,127
Safety Services 11,299,834 11,580,431 8,300,195
Public Works 3,597,272 3,775,199 2 ,579,832
Culture & Recreation J !i.211302 44Sfi~S 3 Q!J 263
Toul Expenditures $24 322 728 S2S 334681 S17S822S4
11 'Actual unaudited figures through Seplembcr 30, 1998.
Source: City of Englewood 1998 Budget and the City Finance Department
Year 1000 Complluce
The City relics on computers for many critical functions, including most notably the assessment
of real and personal property for tax purposes and the collection of property taxes by the County and the
collection of sales and use taxes and utility and other revenues by the City. Any such computerS that arc
unable to recognize years after 1999 must be replaced or reprogrammed to comply with Year 2000.
Pro/#l'fy mu.s. The County Assessor's office manqes and maintains all computer modules
pertaining to the functions of the County Asscuor, except the mainframe bued administrative module.
The County Assessor's office uses packqed computer software written and maintained by Colondo
Custom Ware Inc. ("CCI") and is presently seeking to confirm that this software complies with Year 2000
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requirements. The County Assessor is also see.king to purchase a CCI administrative module that
complies with Year 2000 requirements and expects to complete installation thereof by December 1999 .
The County Treasurer 's office and the County's Information Management Service Di visi on
manages and maintains the mainframe based County Treasurer's system. This sy stem does not yet
comply with Year 2000 requirements . The current software is being rewritten to comply with such
requirements by December 1999. If this schedule cannot be met, the County has a contingency plan to
achieve compliance by converting its current system by December 1999.
Failure to achieve compliance with the Year 2000 requirements could adversely affect the ability
of the county to levy and collect property taxes on behalf of the City.
Saks tuUI Use Tua. The City's General Fund relies on sales and use tax revenues for about
57% of total fund revenues. The sales and use tax collection system is a City-designed and programmed
system. It was one of the first City systems to be analyzed and modified to meet the Year 2000
requirements. The sales and use tax system interfaces with the City's financial management system .
Udlily Reve11ws. The City operates two utilities: water and wastewater. These utilities are
required by the City Charter to make payments in lieu of taxes to the City's General fimd in the same
manner as investor owned utilities and also pay certain allocated costs of administration. The major
source of revenue for the utilities is fees and charges for service. The City operates its own utility billing
and customer service operation. In 1997 over $12 million was collected through the utility billing
operation. The utility billing system has been reviewed and anal)7.cd for Year 2000 compliance. The
modifications to the programming code are nearly complete. Testing for Year 1999 compliance is nearly
complete, and Year 2000 compliance testing will be completed by the end of the second quarter 1999 .
Deveh,p111e11t Tl'fldwlg Systaa. Building permit fees, taxes, impact fees and other charges are
collected through the building permit system at the time a building permit is issued. The development
tracing system is a City designed and programmed system. The development tracking system has been
reviewed and analyzed for Year 2000 compliance. The modifications to the programming code are nearly
complete . Testing for Year 1999 compliance is nearly complete, and Year 2000 compliance testing will
be completed by the end of the second quarter 1999.
Filuuu:ial Ma.g-•t Systn11. The City's financial management system is a City-designed and
programmed system . The financial management system bas been reviewed and analyzed for Year 2000
compliance. The modifications to the programming code are nearly complete. Testing for Year 1999
compliance is nearly complete, and Year 2000 compliance testing will be completed by the end of the
second quarter 1999 .
..._, tuUI ,,._,__, Sewca.. The City's bank, Wells Fargo, reports that it is well
underway in solving its Year 2000 compliance issues. Confirmation of its compliance is expected in the
third quarter of 1998. The custodial bank for investmenu held by the City, Bank of New York, also
reports that II is Year 2000 compliant.
M.;., s,,,,,_,.. tuUI C.-ns. The City bu bqun a systanatic review of its major suppliers
and customers to dc1mnine their Year 2000 readiness . The City's Purcbuing Division is establishing a
hst of crincal vmdors. Letters will be sent to them requestin& the swus of their Year 2000 compliance.
At this tune, the City does not yet have a report to summarize the readiness of such customers and
suppliers.
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Failure to achi e ve compli ance with Year 2000 requirements could adversely a ffect the ability o f
the I to pay Base Rentals due under the Lease .
Sec Note 10 to the C ity 's financial statements appended hereto for a discussion of the City 's
pension plans .
laHnace Coveraae
The Counci l acts to protect the City against loss and liability by maintaining certain insurance
coverages. The C ity 1s msurcd as a member of CIRSA, a property and liability insurance pool established
for Colorado mun1c1pabties on January I , 1982. CIRSA provides liability coverage, including errors and
om1ss1ons · property coverage; and specific catastrophe coverage, which is renewable annually on
January 1st. Sec Note 13 to the City 's financial statements appended hereto for a discussion ofCIRSA.
The City Manager believes the City 's present insurance coverage to be adequate. However, there can be
no assurance that the City will continue to maintain this level of coverage.
Deposit aad lavestmeat of City FHds
State statutes set forth requirements for the deposit of City funds in eligible dcpositaries and for
the collatcralization of such deposited funds . Sec also Note 3 to the City's financial statements appended
hereto. 1bc City also may invest available funds in accordance with applicable state statutes. 1bc
investment of the proceeds of this issue also is subject to the provisions of the Federal Tax Code. Sec
"LEGAL MAITERS-Tax Status of Interest on the Certificates."
Constitutional Ameadmeat Llmitiaa Taxes ud SpeadiJ11
A citizen-initiated amendment which added Article X Section 20 to the State constitution was
approved by the voters at the State's general election on November 3, 1992 (''TABOR''). While a number
of opinions have been rendered by the Colorado judiciary regarding the meaning and application of
certain provisions of the TABOR amendment, a significant number of TABOR's provisions remain
ambiguous and may be subject to judicial interpretation or further clarification by the Colorado judiciary
in the future .
TABOR applies to the State and any local governments, including the City (but excluding
govcnunent-owned enterprises as defined in the TABOR), and amoog other things, provides significant
resnictions regarding taxes, spending, revenue increases, and borrowing. 1bc applicable limitations
established pursuant to TABOR can be exceeded with prior voter approval. Elections by the City to
obtain such approval may be held only m April of even numbered years and November of each year.
With cenain exceptions cooceming general obliption bonds, pensions, final COWi juclaanmts,
and emergency taxes, TABOR requires the City to obcain vocer approval prior to the imposition of any
new tax, tax rate increase, mill levy abo~ that for the prior year, aueued valuation ratio increue, or
extension of ID expiring tax, or a tax policy cmnae directly causma a net revenue pin to the City. Sec
"DEBT STRUCTIJRE-Required Elections" hereafter, for a description of the TABOR limitatiom cxi the
City's borrowing power .
Unless otherwise approved by the voters, TABOR also limits lbe annual pen:entqe increues in
both property tax revenue and local aovemment "fiscal year spending", with certain adjUIIIDentS, to
mflanon (defined as the Denver-Boulder consumer price index) in the prior calendar year plus "local
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growth." Local growth is defined as the net percemage change in actual value of all R JTpruperty in the
City from construction of improvements and additioos to taxable real property lea I dealruction of
improvements and deletions to taxable real property. Fiscal year spending includes all City apeoditures
and reserve increases and excludes reserve ttansfen or expenditures, refunds made in th,• c:urrcnt or next
fiscal year, gifts, federal funds, collections for another govanmenl, pension conttibutia111 by employees
and pension fund earnings, damage awards, and property sales.
In order to collect, retain, and expend revenues in excess of the above-described limit on fiscal
year spending, the City submitted to its eleclors, and received voter approval of, the follawq question at
an election held in November of 1997.
WllHOUT INCREASING EXISTING TAX RATES OR ADDING ANY NEW TAXES
OF ANY KIND, AND FOR l1IE PURPOSE OF FUNDING l1IE COSTS OF:
(A) PUBLIC SAFElY, (B) STREET MAINTENANCE AND REPAIR, (C) LIBRAllY
SERVICES, (D)RECREATION SERVICES, (E)PARK. MAINTENANCE, AND
OlllER LEGAL MUNICIPAL PURPOSES OF l1IE CllY OF ENGLEWOOD,
SHALL l1IE CITY BE AUlHORIZED TO COLLECT, RETAIN, AND EXPEND ALL
EXCESS REVENUES AND OTIIER FUNDS COLLECTED IN CALENDAR YEAR
1997, AND IN EACH CALENDAR. YEAR THEREAFTER, INCLUDING ANY
REVENUES aJRREN11. Y COLLEC1E> FOR l1IE PAYMENT OF DEBT SERVICE
N01Wl1HSTANDING ANY STATE RESTIUCTION ON FISCAL YEAR SPENDING
INCLUDING WJ1HOUT LIMITATION l1IE RESTIUCTIONS OF AR.lla..E X.
SECTION 20, OF 1llE COLORADO CONSlrnmON?
Any revenue collccled in excess of the limit cm pn,perty ID rnmue is required to be refunded
during the next fiscal year. 1be City may use any reaamble metbod for refunds and refunds need not be
proportional when prior payments are impcacticable to identify er return. Debt laVice cbmgea,
reductions, refunds, and wtcr-approved ID rnenue dimaa are dollar IIDOUIIII that are exceptions to,
and not part of, any City bue. Individual er clla actions may be filed to mfarce the provisions of
TABOR.
The City's General Fund undesiplled fund balance bu been maiD11iined at adequate levels owr
the put five years. In 1993 the unresened, fund balance was $3,765,356 (18.4% oftoell expenditura).
In 1997, the unreserved, fund balance was $7,278,002 (30.0% oftml eiq,mdi1ura). The hipest fund
balance WU $8,576,854 in 1995, and the lowat WU $3,765,356 in 1993.
The City's general oblipticma debt bu declined bolb in ablalutc 11110U11t and in per capita 1mm.
In 1993, toCal poss bonded debt was $3,210,000 or S109 per capita. In 1997, toCll POii banded debt was
$2,055,000 or $63 per capita ..
1be City bu fa..-special rcwnue fimda : Ccmervalian Trust, Commercial Rcwlvina Loan,
Community Development, md Danan. All four fimda bPe maiD11iinecl an adequate filnd balance level.
Tbc combined total fund blllDcc bu increued flam $517,349 at the end of 1993 to $698,713 at the end
of 1997.
The Debt Service Funds of the City CCIDlilt of the Comrmarity C-Band Fund 111d eipl
special diatrict debt acrvice fimda. All of theee fimda are ldeqlmely fimded each yea" and their filnd
balanca are maintained at adequate levels .
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The City'r; Capital Projects Fimds include the Public Improvement Fund, the Capital Projects
Fund and a speci, , assessment district construction fund. The combined total fund balance has increased
from $767,784 at the end of 1993 to 53 ,056,457 at the end of 1997.
The Cil'/ has six distinct enlaprisc activities: Water , Sewer, Storm Drainqe, Concrete Utility,
Golf Course, and Project Build. The Water Fund has increased its unreserved relaincd earnings from
$14,779,695 in 1993 to 517,301 ,940 in 1997. The Sewer Fund has increased its Ul1l'CSCl'ved retained
earnings from 57,667 ,082 in 1993 to 58,347,850 in 1997. The Storm Drainage Fund has increased its
~ retained earnings from $56,794 in 1993 to $270,506 in 1997. In 1997, the City created the
Concrete Utility Fund to provide funding for maintenance of the City's sidewalks and gutters. The
Concrete Utility Fund had unreserved retained earnings of S 172,500 at the end of 1997. The Golf Coone
Fund bas increased its umeservcd retained earnings from 51,524,908 in 1993 to Sl,773,117 in 1997.
Project Build was begun in 1991 with a capital contribution of $530,000 &om the General Flllld. Since
then, the program has proven to be so successful, City Council lnmSfemd an additional $500,000 of
General Fund money to the fund in 1996. The fund has ~ relaincd earnings of S2,SS2 at the end
of 1997 . Each fund is considered to have an adequate retained earnings balance to meet future needs.
The lntc:mal Service Fimds maintained by the City of Englewood include: Central Services,
ServiCenter Health Self-Insurance, Capital F.quipment Replacement, Risk Mana,anent and Employee
Benefits. Central Services Fund has an undesipatcd retained earnings balance of $87,682 in 1993 and a
deficit of $26,587 at the end of 1997 . Price increues have lakm effect in 1998 to eliminate the deficit in
this fund . The Serv1Cam Fund has increuecl its umaerved rdained eamings balance &om $20,569 in
1993 to $198,625 in 1997 . The Capital F.quipmmt Replacement Fund has inc:rcued ill uan:scned
retained earnings balance from $532,088 in 1993 to $961,269 in 1997. The Employee Benefits fund has
increased its unreserved retained eamings balance from $342,672 in 1993 to $823,033 in 1997. The Risk
Management Fund has increased its umaerwd retained eaminp balance from $94,ISO in 1993 ID
$486,448 in 1997.
The City's Fiduciary Fimds comist of: Noocmeaaeocy, Police Officen, F~ IDd
Volunteer Firefigblers Pension Trust Fmds, as well u the Malley Center, Parks and Recaaliaa and
Special Assessment Dil1ricts ~ Trust F..._ The City includes two Aaa,&Y FIDII: Defared
Compensation and Buin In1a'ceplllr, but a no fund balance is maintained, they ae DOI included far
discussion. The Pension Trusts have -4'411ined m adequate level of total fund balance reaned far
1eti.temmt. The total fund baJance ws $29,297,831 at the end of 1993 compaaecl to $43,066,161 at the
end of 1997. The ending fund balance for the E,q,endlble Trust Funds wu $273,407 and $273,090 far
years ending 1993 and 1997, respectively.
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DEBT STRUCTURE
The following is a discussion of the City 's authority to incur general obligation indebtedness and
other financial obligations and the amount of such obligations presently outstanding.
Required Elections
Article X , Section 20 of the Colorado Constitution requires that, with certain exceptions, the City
must have voter approval in advance for the creation of any multiple-fiscal year direct or indirect City
debt or other financial obligation whatsoever without adequate present cash reserves pledged irrevocably
and held for payments in all future fiscal years . Enterprises, as defined in Article X, Section 20,
refundings at a lower interest rate, and obligations subject to annual appropriation arc excluded from the
application of said Section and the voter approval requirements established therein. The City 's
obligations under the Lease arc subject to annual appropriation . For a discussion of Article X, Section 20,
see "CITY FINANCIAL INFORMATION-Constitutional Amendment Limiting Taxes and Spending".
General Obligalioa Debt
Ge.en,/. '"Debt" or '·indebtedness" as used in this Official Statement means, generally,
obligations backed b y the City's full faith and credit and secured by the unlimited power of the City to
levy ad valorem property taxes for the payment of bonds and the interest thereon. Debt refers only to
principal amounts and not to the interest to become due thereon. Debt does not include revenue
obligations, debt that has been refinanced, obligations arising upon a contingency and obligations which
do not extend beyond the fiscal year in which incUITCd .
AIIIUrity u, lssw. Any general obligation indebtedness of the City is subject to the election
requirements described above in "Required Elections". Pursuant to the Charter, the toCal outstanding
general obligation indebtedness of the City, may not exceed 3% of the City's assessed valuation of the
taxable property withm the city as shown by the last preceding assessment for tax purposes, except for
water bonds . Based upon the City's preliminary 1998 assessed value of $309,622,510, the CUITCllt debt
linutatJon is $9 ,288,675 .
O.ISMIUlillg Ddlt. The City's outstanding general obligation debt consists of its General
Obligation Refimding Bonds, Series 1994A, currently outstanding in the principal amount ofS2,0SS,OOO ,
with the final maturity being December 1, 2002.
ESIUNIH 0-.,,,,U.g GeUNI ~ Ddlt. Certain public entities whose boundaries may
be entirely within, coterminous with, or only panially within the City arc also authorized to incur general
obligation debt, and to the extent that properties within the City arc also within such overlapping public
entities such properties will be liable for an allocable portion of such debt. For purposes of tins Official
Statement, the percentage of each entity 's outs11nding debt chargeable to City property owners 1s
calculated by comparing the assessed valuation of the portion overlapping the City to the total assessed
valuation of the overlapping entity. To the extent the City's assessed valuation chanp
disproportionately with the assessed valuation of overlapping entities, the pcrcentqe of general
obligation debt for which City property owners arc respons1ble will also cbaqe. The followin& table sets
forth the estimated overlapping general obligation debt chargeable to propaties within the City as of
December 31 , 1997.
The City is not financially or legally obligated with regard to any of the indebtedness shown oo
the following table. Although the City has attempted to obtain accurate information u to the outstanding
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debt of the entities which overlap the City, it docs not wanant its completeness or accuracy as there is no
central reporting entity which is responsible for compiling this information .
TABLE VI
Estimated Overlapping General Obligatioa Debt
Cherry Creek School District No. 5
Englewood School District No. 1
Littleton School District No. 6
Sheridan School District No. 2
Total
Outstanding General
Obliption Debt
$247,760,000
11 ,479,306
58,825,000
11,691,127
Source : City 1997 Comprehensive Armual Financial Report
Percentage
Applicable
to City
0 .4%
78.2
2.1
21.0
Amount
Applicable
to City
S 991,040
8,976,817
1,235,325
2 455 137
$13 658 319
Geurwl Ollli1.iio11 DelJt Rlllios . Set forth in the following table arc selected general obligation
debt ratios for the City for the years ended December 31 , 1993-1997.
TABLE VD
Historical City Debi Ratios
ea~, );:m Eadlld DecemNlr 31
1223 122! 122.S 12116 1222
Debi OulSIIDdiDg $3 ,210,000 $3 ,100,000 $2,765,000 S2,41S .• OOO S2,0SS ,OOO
Populatioa 29,465 29,465 31 ,750 32,000 32,SOO
Debi Per Capara S109 SlOS S87 S7S S63
Asleued Value $236,008,590 $231,394,490 $240,575,280 $264,690,690 S30S , 711,31()
.. Ac1uar Value $1,221 ,759,708 Sl,21 l,784,2Sl Sl,474,374,600 S l ,SS S,6SS ,071 Sl,l7S,S9S,249
Ralio of Debc 10
Assessed Value 1.36% 1.34% 1.15% 0 .91% 0.67%
Ralio of Debi 10
"Actual" Value 0.26% 0.26% 0 .19% 0.15% 0.11%
Penonal 1Dcome
Per Capua $27 ,307 $29,102 $30,907 $32,522 -vail (Arapahoe Counry)
Ralio of Debi Per
Capira 10 PcrsoaaJ 0.40% 0.36% 0.21% 0.23% -vail locome Per Capila
Soun:es: Ciry 1997 Comprebemive ~ FiDaac:ial Repan; 1tepoa1 Ecxwwnic:t bd'aamlicm s,-am-of
EcOIIOlllic Aaalysia; 111d 1be City
Reveaae ud Otlier Flaaacial Obllpdou
.__ ~-The City Council bu the power to iaue revenue boada, subject 1D die
election requirements described above in "Required Electiom". The City's outlllndina revenue
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obligati ons consists of its Golf Course Revenue Bonds , Series 1994, cUITClltl y outstanding in the principal
amount of $3 ,780,000.
Otlter F;..,,c;.J ~-The C ity also has the authority to enter into obligations which do
not extend beyond the current fiscal year and to incur cenain ~ obligations. The City has two loans
outstanding with the Cokndo Water Resources and Power AUlbority dated November 15 , 1990 Uld
October I , 1997, respectively. The amount of the loans outstanding at December 31 , 1997 was
$26,167,209.
The City has the power to create special improvement districts and to issue special assessment
bonds payable from assessments against benefited properties within the district. There are currently two
special assessment diSlricts within the City with an aggregate total amount of $40,000 in outstanding
bonds as of the date hereof.
IAaa. The City Council has the authority to enter into installment or lease option contracts,
subject to annual appropnation, for the purcbue of property or capital equipment without prior electlOnl
approval as desa-ibcd ~ in "Required Elcc:tions". With the exception of the following lease, the City
does not have any financially maeerial leases outstanding . The City anticipdes Clllaina into a lcue for the
financing of approximalely $1 ,000,000 of communicatioo and dispatch equipment in calendar year 1999.
Substantially all of the proceeds from such financing will reimburse the City for moneys recently
expended by the City for such purpose.
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THE CITY
General
The City of Englewood is a suburban municipality located adjacent to and directly south of the
City and County of Denver. The Ctty is substantially developed and its economy is based largely in the
retail trade industries . The City 's current estimated population is 32,500. Incorporated as a municipal
corporation in 1903 , the City became a home rule municipality in 1958 upon adoption of its Charter.
Governiag Body
Pursuant to the Charter, the City has all powers, functions, rights and privileges in the operation
of a municipality. The City operates under a council-manager fonn of government whereby all powers of
the City arc vested in an elected City Council. The Council consists of seven members, one elected from
each of four districts and the remaining three elected at-large to serve staggered four year terms. No
member of Council can serve mon ::ban two consecutive terms in office. The City Council constitutes the
legislative body of the City and has all the municipal legislative powers conferred by general law, the
constitution and the Charter. The council elects from its membership the mayor who is the recogniz.ed
head of City government and possesses the same voting rights as other Council members.
The City Council meets regularly on the first and third Mondays of the month, with special
meetings held as needed. The mayor and members of the City ColDlcil, their principal occupation, their
length of service on the Council, and terms of office arc set forth in the following table.
Name
Thomas J . Bums. Mayor
Alexandra Habenicht, Mayor Pro Tern
LauriClapp
Ann Nabbolz
Douglas G . Garrett
Kells Waggoner
Beverly J. Bradshaw
Eqiewood City Coaadl
Principal
Ocnprion
Attorney
Writer
Homemaker
Homemaker
Attorney
Engineer
College professor
Approximate
Years of
Service
5
JO
3
l
l
7
I
Term
.Elll.m
2001
1999
1999
1999
2001
1999
2001
The City ColDlcil effects its decisions through the passage of ordinances, resolutions, and
motions. All legislative enactments must be in the form of ordinances; also every act malting an
appropriation, authonzing borrowing of money, levying a tax, establishing any rule or regulation for the
violation of which a penalty is imposed, or placing any burden upon or limiting the use of private
property must be in the form of ordinances. All other actions may be in the fonn of resolutions or
motions. Except as otherwise provided in the Charter, the adoption of ordinances requires a majority
affirmative vote of the entire Council and all ordinances take effect 30 days after publication following
final passage. The City Charter reserves the right of the City's qualified electors to propose ordinances to
the City Council by means of an initiatory petition procedure and to subject ordinances (except certain
ordinances as set forth in the Charter) to reconsideration by the City Council or a referendum vote
th.'"Ough the submission of a rcferendary petition.
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Admiaistratioa ud Muagemeat
The adoption of the council-manager form of govcnuncnt provided for the hiring of a City
manager selected by the City Council and an administrative staff to direct day to day activities of the City.
With the exceptioo of the City attorney's office, the staff functions through various departments under the
control and supervision of the City manager . The City manager and City attorney serve at the pleasure of
the City Council.
The following is a list of the administrative and management personnel most directly involved in
the issuance of the bonds, their duties within the City govcmmcnt, and their background experience .
City M~. The City Manager is the chief executive officer and head of the administrative
branch of the City government. His powers and duties include, among others: being responsible for the
enforcement of the laws and ordinances of the City; appointing, suspending, transferring and removing
City employees; prepanng and administering annual budgets; preparing an annual report on finances and
adminiSlrative activities; exercise supervision and control over all executive and administtative
departments; enforce all terms and conditions imposed in favor of the City or its inhabitants in any
cootract or public utility franchise; and to perform such other duties as may be prescribed by the Charter
or required of her by the Council .
Guy L . Sears was appointed City Manager of Englewood in November, 1997. Prior to his
employment with the City he served as the City Manager of the City of Glendale, Colondo for 11 years.
He camcd a B .A . degree from Monmouth Collqc in 1970, and has a Masler of Public Adminisuation
dcpec camed from the Universaty of Colondo in 1972. He has 25 years of professional public
mana,emcnt cxpericncc, and worked as a professional manaaer for Loveland, Greeley and Sihatbomc
befcrc CC1UUD1 to Glendale in 1986. He bas served as put President of the Colcndo Muaic:ipal I..cague,
and the Colondo City and County M..,...,._ Aaociation the last dne years. Mr. Sears ownees all
City functioos includina police, m , waller, WW waler, finance , c:ammmity dnelopmmr, slrem, pmk
and m:reation.
,,,,__, •I F'-'-1 ~-The Dircc:tlOr of Financial Services ovenees the City's financial
administration, city clak, accountina, and revenue and budae, divisions. The Direc:tor is also the
licensing officer for the City.
Frank Gryalcwicz has served as the Director of Financial Services since Auaust, 1994. Mr.
GrY1lCW1cz received a bachelor of sc1cnc:e clqree in aa:oomrina from Denver University and a mums of
busmcss adminiSll'abOII from the Univenity of Colorado. He is a certified public accwananr and a
member of the Colondo Society of c.cnified Public Aavlldams He bu warbd far the City as bocb an
accountant U and c:lucf ac:counllnl smcc be was lured m 1992. Prior to Ins anploymmt with the City, Mr.
Gryglcwicz worked far the Deplnmcnt of Veterans AffaJn and the Denwr Art MlmUID as an accounlaDt.
0,........,, . Tbc Caty All.Onley as appomted by City Couacil wl wws al its pleasure as lepl
representative of the City in litiplian wl as lldvilor to the Council 111d City officials rcprdina lepJ
matla'5. The Caty Aaomey is also rapaaalllc far the proeealbon ol ofl'emn in IIUlicipal court wl far
review all City documcnta, mcludina draft onlinances, raolllliam, caanc11 and ~ of
conveyance.
Dlnicl L. Braa:man was appointed City Attorney in Mlrcb of 1995 , after boldiaa the poliliaa of
assistant City Aaomey since 1987. Mr . Brotzman received bis Juris Doclar clqree in 1916 from
Creipton Umvasaty m Omaha, Nebrub. He is a member of the Metro City Aaarmys Allociatian and
the Colorado and Denver Bar Allocialaons.
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City Employees ud Employee Beadits
The City currently employs 411 full time employees and 84 part time and temporary employees.
All employees are provided with medical, dental, and disability insurance under a cost-sharing
arrangement with the City, as well as worker's compensation, unemployment, and social security
benefits. Life insurance is also provided, being fully paid by the City.
In 1981, the City adopted the Englewood Employee Relations and Career Service Sysmn Act
providing for full time classified employees the right to bargain collectively concerning certain subjects
with the City tlrough the Career Service Board. The City has also entered into collective bargaining
agreements with the Englewood Police Benefit Associatioo and the Englewood Firefighla's Local #1736.
Vacatioo benefits and pcnonal leave are collectively bargained and are delennined by the divisioo/career
service where the employee works, shift-time worked, and/or years of service with the City. According to
the City Manager, management/employee relations are favorable .
Englewood provides various services to its residents. Included among these are police, fire and
emergency medical aervices; water and sanilllry sewer; constructioo and maintmance of Sllffls,
infrastructure, and ocher public improvements; m:reatiooal activities and cultural events; municipal coun
services; planning and :r.onina aervices; and p:neral govemmenlal aervices which include administratioo.
Additiooal aervices are provided by vmious public and private entities. Electrical, nalUral ps, and
telephone service, as well as medical facilities, are provided by privaie entities.
Capilal laprevemeat Prop'la
The City )X'e1m'CS and wwally reviews its five year capital impronmmll plan that anempcs to
project and prioritize the City's various capital implovemm meds. Fundiaa fGr capilal a11111vwmm11 is
provided primarily form use tax collectiOIIS and accoun1ed for in the city's Public lmpiovanent Fund.
The followina table 9e1S forth proposed capilal implow projects fGr tbe City 111et forth in its 1998
budget.
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Pnpned Capital laproveaat Plu
..Jm.... ~ ....2Dll!L __lOOL ....2002....
HV AC Police Fire S 61 ,500 s s s s
Cooling Tower-ERC 70,000
ERC Elevator 80 ,000
Transponation System Upgrade 160,000 160,000 160,000 160,000 160,000
Road & Bridge 500,000 500,000 500,000 500,000 500 ,000
Bridge R.epairs 40 ,000 40,000 40,000 40,000 40,000 ..
Misc . lnfrutructure Repairs 75,000 75,000 75 ,000 75,000 75,000
US 28S/Broadway Interchange 39 ,000 226,000 192,000 1,783,000
City Hall Storage 40,000
IO Year Pavin& Plan 260,000 260,000 260,000 260,000 260,000
Bicycle Oralle Replacement 15,000
Pavement Mmqement System 10,000 10,000 10,000 10,000 10,000
GIS Enhtu-iement Project 20,000 20,000 20,000
MC & ER.C HV AC S)*IDS 84,400
Santa Fe l..andscapma 300,000 200,000 200,000 200,000 200,000
Bacldlow Pre-.eu11a-All City Bldgs .. 12,000 10,000 10,000 S,000
Tramponation Plan Updale 100,000
Conc:rde Utilities 174,000
Concrete Prosram 156,000 156,000 156,000 156,000 156,000
s Broadway Action Plan 75,000 100,000 100,000 100,000 100,000
City Bautification/Sipqe zsmm UIIUlllO lmlllOD
Tocal SH'f P s1 •n 000 Sl §93 llOD S3 219000 SJ soi 000
Source: City 1998 Budpt document
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LEGAL MA TfERS
Sovereign Immunity
Sovereign ImmuniJy . The Governmental Immunity Act, Title 24 , Article 10, Part I , C.R.S. (the
.. Act"), provides that, with ceruun specified exceptions, sovereign immunity acts as a bar to any action
against a public entity , such as the City , for injuries which lie in tort or could lie in tort.
The Act provides that sovereign immunity docs not apply to injuries occurring as a result of
certain specified actions or conditions . In such instances, the public entity may be liable for injuries
arising from an act or omission of the public entity, or an act or omission of its public employees , which
arc not willful and wanton , and which occur during the performance of their duties and within the scope
of their employment. The maximum amol.lllts that may be recovered under the Act, whether from one or
more public entities and public employees, arc as follows : (a) for any injury to one person in any single
occ=cc, the sum of $150,000; (b) for an injury to two or more persons in any single occurrence, the
sum of $600,000; except in such instance, no person may recover in excess of $150,000. Suits against
both the City and a public employee do not increase such maximum amounts which may be recovered.
The City may not be held liable either directly or by indemnification for punitive or exemplary damages .
In the event that the City is required to levy an ad valorem property tax to discharge a settlement or
judgment, such tax may not exceed a total of ten mills per annum for all outstanding settlements or
judgments .
The City may be subject to civil liability and may not be able to claim sovereign immunity for
actions founded upon various federal Jaws . Examples of such civil liability include, but arc not limited to ,
suits filed pursuant to 42 U .S .C. § 1983 alleging the deprivation of federal constitutional or statutory rights
of an individual . In addition, the City may be enjoined from engaging in anti-competitive practices which
violate the antitrust laws. However, the Act provides that it applies to any action brought against a public
entity or a public employee in any Colorado state coun having jurisdiction over any claim brought
pursuant to any federal law, if such action lies in ton or could lie in tort.
Pending aad Tbreateaed Lldgation lavolviq die Qty
GeneNllly. The City Attorney states that as of the date hereof, to the best of his knowledge,
belief, and information, no litigation of any nature is now pending or threatened against the City wuich, if
determined adversely to the City, would be expected to have a material adverse effect upon the City's
ability to comply with its obligations under the Lease.
Liliglllio11 l11volvutg tlu E11g~ UINII llOWtNl A"""1rlty. On November 26, 1997, U.S.
Bank National Associabon (the "Trustee") filed a Complaint for Breach of Contract, Declaratory Relief
and Writ in the Nature of Mandamus against the Enalewood Urban Renewal Authority, the City, and the
Arapahoe County Assessor concerning the Englewood Urban Renewal Authority Series 1985A and
19858 Tax Increment Revenue Refunding and Improvement Bonds (the "Series 1985 Bonds"). 1be
Series 1985 Bonds are payable from property and sales tax increments (the "TIF') in excess of base
amounts of property and sales tax revenue resulting &om the redevelopment of certain property in the
Englewood Downtown Redevelopment Project. The Redevelopment Site is included in the area for the
generation of the property tax increment but not within the area for the generation of the sales tax
increment.
The Series 1985 Bonds , which have a final maturity date of 2005, went into default in 1991.
Bondholders continue to receive a ponioo, but not the full amount, of principal and interest due on the
Series 1985 Bonds. The Complaint allqes that the City has breached its obliptioo to cooperate with the
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Trustee by not extending the remittance of the TIF beyond the originally specified period as the City may
do pursuant to a 1993 ammdment to the Urban Renewal Law. The relief requested by the Trustee is an
order compelling the City to extend the TIF on the Bonds indefinitely until such time as the Bonds arc
repaid in full . The City has denied the Trustee's claims. All claims of the Trustee arc outstanding at this
time . No set amount of damages has been specified in the Complaint, and the financial impact on the
City of a judgment in the Trustee's favor is presently unknown, however, other than the extension of the
increment, no additional damage claims have been made against the City. 1be City has denied the
Trustee's claims and the case is set for trial on February I, 1999. The City anticipates filing a motion for
summary judgment on all claims in the near future. For a description of the Englewood Urban Renewal
Authority, see "MISCELLANEOUS-Englewood Urban Renewal Authority Default".
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TAX MATTERS
Generally. In the opinion of Kutak Rock, Bond Counsel, under existing statutes, regulations,
rulings and judicial decisions, the portion of the Base Rentals paid by the City which is designated and
paid as interest, as provided in the Lease, and received by the Owners of the Certificates, is not includiblc
in gross income for federal income tax purposes and is not a specific item of tax preference for purposes
of the federal alternative minimum tax . The opinions described in the preceding sentence assume
compliance by the City and the Trustee with certain requirements of the Internal Revenue Code of 1986,
as amended (the '"Code") that must be met subsequent to the issuance of the Certificates. Failure to
comply with such requirements could cause such interest to be included in gross income for federal
mcomc tax purposes or could otherwise adversely affect such opinions, retroactive to the date of issuance
of the Certificates. The City has covenanted in the Lease and the Tax Compliance Certificate executed
and delivered in connection with the issuance of the Certificates and the Trustee has covenanted in the
Indenture to comply with such requirements. Bond CowtSCI expressed no opinion regarding other federal
tax consequences arising with respect to the Certificates, and has expressed no opinion as to the effect of
any termination of the City 's obligations under the Lease, under certain circumstances as provided in the
Lease, upon the treatment for federal income tax purposes of any moneys received by the Owners of the
Certificates subsequent to such termination.
Notwithstanding Bond Counsel 's opinion that the portion of the Base Rentals paid by the City
which is designated and paid as interest, as provided in the Lease, and received by the Owners of the
Certificates, is not a specific item of tax preference for purposes of the federal alternative minimum tax,
such interest will be included in adjusted current earnings of certain corporations, and such corporations
arc required to include in the calculation of alternative minimum taxable income 75% of the excess of
such corporation 's adjusted net book income over alternative minimum taxable income (determined
without regard to such adjustment and prior to reduction for certain net operating losses). In addition, the
accrual or receipt of such interest may otherwise affect the federal income tax liability of the owners of
the Certificates. The extent of these other tax consequences will depend upon such owner's particular tax
status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any
such consequences . Purchasers of the Certificates, particularly purchasers that arc corporations (including
S corporations, corporations subject to the environmental tax imposed by Section 59A of the Code and
foreign corporations operating branches in the United States), property or casualty insurance companies,
banks, thrifts or other financial institutions, certain receipts of social security or railroad ,eti.ement
benefits, or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or
carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or
owning the Certificates.
In the opinion of Bond Counsel, under existing Colorado statutes, the portion of the Base Rentals
paid by the City which is designated and paid as interest, as provided in the Lease , and received by the
Owners of the Certificates, is exempt from Colorado income tax. Bond Counsel has expressed no opinion
regarding other tax consequences arising with respect to the Certificates under the laws of Colorado or
any other state or junsdiction, and has expressed no opinion as to the effect of my termination of the
City's obligations under the Lease , under certain circumstances as provided in the Lease, upon the
treatment for Colorado income tax purposes of my moneys received by the Owners of the Certificates
subsequent to such termination.
C"-ges ill FetUrlll Ta uw. From time to time, there are legislative proposals in Coopas
that, if enacted, could alter or amend the federal tax matters referred to above or adversely affect the
market value of the Certificates. It cannot be predicted whether or in what form any such propoaJ miaht
be enacted or whether if enacted, it would apply to bonds or certificates issued pnor to enactment. Each
purchaser of the Certificates should consult his or her tax adviaor reprdina any pendina or propoaed
federal tax legislation. Bond Counsel has expressed no opinion reprdin1 any pendina or propoaed
federal tax legislation.
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MISCELLANEOUS
Rating
Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc . ("S&P"),
and Moody 's Investors Service ("Moody 's") have assigned the ratings to the Certificates shown on the
cover page hereof, with the understanding that, upon delivery of the Certificates, the Insurance Policy will
be issued by the Certificate Insurer. Such ratings reflect only the view of such rating agencies. Any
explanations of the significance of such ratings should be obtained from S&P at 25 Broadway, New York,
New York 10004 and from Moody's at 99 Church Street, New York, New York 10007. Generally, a
rating agency bases its rating on the information and materials furnished to it and on investigations,
studies and assumptions of its own. There is no assurance such ratings will continue for any given period
of time or that such ratings will not be revised downward or withdrawn entirely by the applicable rating
agency if in the judgment of such rating agency circumstances so warrant. Any downward revision or
withdrawal of such ratings may have an adverse effect on the market price of the Certificates.
Moody 's and S&P have also assigned the underlying ratings shown on the cover page which arc
reflective of the capacity of the issuer to pay the Certificates without giving effect to the Certificate
Insurance Policy to be provided by the Certificate Insurer.
Englewood Urban Reaewal Autllority Defaalt
The Redevelopment Site is located within the boundaries of the Englewood Urban Renewal
Authority (the "EURA") for property tax pw-poscs . The EURA was created by the City in 1972 as a legal
entity separate from the City. The purpose of the EURA is to acquire or redevelop certain blighted areas
within the City and the EURA issued tax incrcmcnt bonds to finance public improvements associated
with redevelopment. Said bonds arc secured by sales and property tax increment revenues generated
within the area comprising the EURA. As of June 1, 1991, the EURA was unable to make its full debt
service payments and therefore defaulted on $26,740,000 of its Tax Increment Revenue Refunding
Bonds, Series 1985A and Tax Incrcmcnt Revenue Refunding Bonds, Series 19858 (collectively, the
"EURA Bonds"). Due to the default, all principal and interest outstuJdin& on June 1, 1991 , was
accelerated and became immediately due pursuant to the terms of the indenture under which the bonds
were issued. Since the acceleration, subsequent payments have been applied ratably to the balance due on
bonds outstanding without preference for principal or interest. Such payments to bondholders tolalcd
52,389,434 in calendar year 1997. As of June l, 1998, the balance due on the EURA Bonds, including
the interest accrued thereon, was $31,815 ,137. The bond certificate and oda bond documents that
provide for the issuance of the bonds state (i) that the bonds arc special limited obliptions of the EURA
and do not constitute a debt of the City, the State of Colorado, or any political subdivisions thereof, and
(ii) neither the City, the State, or any political subdivisions thereof arc liable therefor. With respect to
certain litigation which has been filed against the City regarding the EURA Bonds, see "LEGAL
MA TfERS-Pcnding and Threatened Litigation Involving the City".
Resistradoa or Certfflcates
Registration or qualification of the offer and sale of the Certificates (as distinpishcd from
registration of the ownership of the Certificates) is not required under the federal Securities Act of 1933,
as amended, or the Colorado Securities Act, as amended, as amended, pinuant to exemptions from
registration provided in such acts . 1llE CITY ASSUMES NO RESPONSmll.ITY FOR
QUALIFICATION OR REGISTRATION OF 1llE CERTIFICATES FOR SALE UNDER. 1llE
SECURITIES LAWS OF ANY JURJSDicnON IN WIUCH 1llE CERTIFICATES MAY BE SOLD,
ASSIGNED, PLEDGED, HYPOlHECATED, OR OlllERWISE TRANSFERRED .
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Interest of Certain Penons Named in this Official Statement
The firm of Kutak Rock has provided legal advice to the City in the preparation of this Official
Statement. The legal fees to be paid to Bond Counsel, arc contingent upon the sale and delivery of the
Certificates.
Uaderwrltiag
The Certificates arc being sold by the City and the Lessor to the Underwriter at a discount of
$ __ . Sec ''111E CERTIFICATES-Application of Certificate Proceeds". Expenses associated with
the issuance of the Certificates arc being paid by the City from proceeds of the issue. The right of the
Underwriter to receive compensation in connection with this issue is contingent upon the actual sale and
delivery of the Certificates. The Underwriter has initially offered the Certificates to the public at the
prices or yields set forth on the cover page of this Official Statement. Such prices or yields, as the case
may be, may subsequently change without any requirement of prior notice. The Underwriter reserves the
right to join with dealers and other investment banking firms in offering the Certificates to the public.
lndependeat Aaditon
The general purpose financial statements of the City as of and for the year ended December 31,
1997, included in this Official Statement, have been audited by independent auditors, Van Scbooncveld &
Co., Inc ., Certified Public Accountants , Greenwood Village, Colorado, as set forth in their report
appearing therein.
Addltioul laformadoa
Copies of statutes, resolutions, opinions, contracts, a,reemcnts, financial and mtistical dala. and
other related reports and documents dcscnlled in Ibis Official Statement are either publicly available OI'
available upon request and the payment of a reuonable copying. mailing, and handling cbarJe &om the
SOW"ces listed in the "IN11t0DUcnON".
Ollldal Sau•eat Cttdflc:adoa
The preparation of this Official S1atement and its dislribution have been audlorized by the
Council. This Official Statemmt is hereby duly approved by the Council u of the dale on thc cowr PIF
hereof. This Official Stalancnt is not to be com1Ned u an qreemmt or contract between thc City and
the purchasers or holders of any Certificate .
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CITY OF ENGLEWOOD, COLORADO
By: ........ L---------
Mayor
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APPENDIX A
CERTAIN DEFINITIONS AND SUMMARY OF CERTAIN TERMS OF THE LEASE, THE
INDENTURE AND THE AGREEMENT TO CONSTRUCT
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Cenam proVJs1ons of the Indenture, the Lease and the Agreement to Construct arc summarized in
the body of the Official Statement and arc not summarized in tlus Appendix. This summary should be
read in conjunction with the material in the body of the Official Statement describing provisions of such
documents.
This summary, the descriptions herein and the descriptions of provisions of the Indenture, the
Lease and the Agreement to Construct in the body of the Official Statement are qualified in all respects by
reference to the Indenture, the Lease and the Agreement to Construct. Copies of the Indenture, the Lease
and the Agreement to Construct may be obtained as described in "INTRODUCTION" m the body of the
Official Statement.
DEFINITIONS
The following capitalized terms will have the following meanings in this Appendix:
"Additional Certificates" means any Certificates issued after the issuance of the Certificates as
described m the Indenture .
.. Additional Rentals .. means the costs and expenses incurred by the City in performing its
obligations under the Lease with respect to the Leased Property, the Project, the Lease, the Agreement to
Construct, the Indenture, the Certificates and any matter related thereto; the costs and expenses incWTed
by the City in paying the reasonable fees and expenses of the Trustee as specified in the Lease; all
amounts paid by the City to the Trustee to fund the Reserve Fund and the Rebate Fund as specified in the
Lease; all amounts payable to MBIA under the Indenture, the Agreement to Construct, the Lease and the
Financial Guaranty Agreement; and all other costs and expenses incurred by the City in connection with
the foregoing ; provided, however, that Additional Rentals do not include the Base Rentals or the Purchase
Option Pnce.
·'Agreement ro Construct" means the Agreement to Construct dated as of December l, 1998
between the Trustee and the City and any amendment or supplement thereto .
.. AllocaJion SchedMle" is defined in "AGREEMENT TO CONSTRUCT-Fixed Price" in this
Appendix .
"Base Rentals" means the payments by the City as described in "lHE CERTIFICATES-
Secunty for the Certificates-Base Rentals and Purchase Option Price" in the body of the Official
Statement, for and in consideration of the right to use the Leased Propeny during the Lease Term .
.. Bond Counsef' means (a) as of the date of issuance of the Certificates, Kulak Rock, and (b) as of
an y other date. Kut.ak Rock or such other attorneys selected by the Trustee with nationally recognized
expertise m the issuance of municipal securities, the interest on which is excluded from gross income for
federal income tax pW'J)OSeS .
.. Business Day" means any day other than a Saturday, a Sunday or a day on which Trustees in
New York, New York or Denver, Colorado are authorized by law to remain closed.
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··Cerrifica 1e Fund'" means the special fund created as described in "THE CERTIFICATES-
ecunty for the Ceruficates--Cemficate Fund" m the body of this Official Statement.
··cer1ifica1e Insurance" means the policy of msurancc issued by MBIA as described in "THE
CERTIFICA TES-Sccunty for the Certificates--Ccrtificate Insurance" in the body of the Official
Statement.
··Certificates" means the Ccrnficates described in the body of this Official Statement.
··City" means City of Englewood or any successor thC?"eto .
"'City Representative" means any officer of the City Council of the City; and any other person or
persons designated to act on behalf of the City for the purposes of performing any act under the Lease , the
Agreement to Construct and the Indenture by a written certificate furnished to the Corporation and the
Trustee containing the specimen signature of such person and signed on behalf of the City by any officer
of the City Council of the City . The 1dent1ty of the City Representative may be changed by the City from
time to time by furnishing a new certificate to the Corporation and the Trustee.
"Code" means the Internal Revenue Code of 1986, as amended, and regulations thereunder.
·'Completion Date" means , with respect to each Project, the date of completion of such Project, as
described m ··AGREEMENT--Compleuon Date" m this Appendix .
"Construction Fund" means the special fund created as described in "INDENTIJRE-
Construction Fund" in this Appendix .
"Corporation" means Englewood EnVJroruncntal Fowidation, Inc., or any successor thereto.
"Corporation Representative" means any officer of the Corporation; and any other person or
persons designated to act on behalf of the Corporation under the Lease by a written certificate furnished
to the City and the Trustee containing the specimen s1piaturc of such person and signed on behalf of the
Corporauon by any officer of the Corporation. The identity of the Corporation Representative may be
changed by the Corporation from nme to time by furnishing a new certificate to the City and the Trustee.
"Costs" or "Costs of the Project" means, with respect to each Project and the Certificates issued
to finance such Project, all costs and expenses to be incurred, and the reimbursement to the City and the
Corporation for all costs and expenses heretofore incurred by the City and the Corporation prior to the
Completion Date (except as othcrwisc described below), including, without limitation:
(a) obhganons mcurred or assumed fOI' labor, materials and equipment in connection
with the ProJcct ;
(b) the cost of pcrf ormance and payment bonds and of insurance of all kinds
(including, without limitation, title and liability insurance) that may be necessary or appropriate
in connection with the Project;
( c) the costs of engineering, architectural and other professional and technical
services, including obhgauons incurred or assumed for preliminary design and development
work. test bonngs, surveys, estimates, plans and specifications in connection with the Project;
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( d ) adm1mstrative costs related to the Project incurred prior to the related
Completion Date, including supervision of the construction, acquisition , renovation and
installation as well as the performance of all of the other duties required by or consequent upon
the ProJect. including, without limitation. costs of preparing and securing all Project Documents,
archnectural. engineering and other professional and technical fees, legal fees and expenses,
appraisal fees , independent inspection fees , auditing fees and advertising expenses in connection
with the Project ;
(e) all costs which will be required to be paid under the terms of any Project
Contract;
(f) all costs which arc considered to be a part of the costs of the Project in
accordance with generally accepted accounting principles ;
(g) interest on the Certificates issued to finance the Project through the related
Completion Dates, to the extent the moneys in the Certificate Fund arc not sufficient to pay such
interest;
(h) payments to the Reserve Fund or any account thereof to establish or maintain the
Reserve Fund Requirement ;
(i) the actual costs incurred by the Trustee in acquiring any property or making any
improvements for which moneys arc transferred to the Trustee as described in "INDENTIJRE-
Construction Fund" in this Appendix ; and
(j) any and all other costs necessary to effect the Project or to acquire or improve
any Leased Property to the extent the same arc permitted by the laws of the State and will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Certificates.
"Cos1s of Issuance" means administrative costs of issuance of any Certificates, including any fees
and expenses of the Trustee prior to the Completion Date, any fees and expenses of any underwriter or
financial advisor provides the scrvtccr in connection with the issuance of any Certificates, any fees or
expenses of the Trustee pnor to the Completion Dale, lcpl fees and expenses, coats incurred in obtaining
ratings from rating agencies, Ccrtificatc insurance pmniums, costs of immediately available funds, costs
of pubhcahon. pnntmg and engraving, accountants ' fees and rccordmg and filing fees .
"CoslS of Issuance AccOIUII" means the acccu1t of the Consuuction Fund described in
··1NDEN11JRE-Construct1on Fund" in this Appendix .
"Defeasance Securi1ies" means Permitted lnvcsunents which arc (a) cash that is insured at all
umcs by the Federal Dcposu lnsw-ancc Corporation or otherwise collatcralized with obliptions described
in clause (b) of this definition ; or (b) certificates or intcrcst-bcaring notes or obligations of the United
States, or those for which the full faith and credit of the United States arc plcdaed for the payment of
principal and interest.
··Equipmenl'' means the equipment and other personal propcny described in ui cxlubit to the
Lease. as such equipment and other personal property is modified as described in "LEASE-Modification
of Leased Property," "LEASE-Replacement and Substitution ofE.quipmcnt," or "LEASE--Dunqe to,
Condemnation of, Matcnal Defect in or Loss of Title to Leased Property" in this Appendix, and lea any
equipment or other personal property released from the Lease .
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"Event of Nonappropriation" means an event as specified in the Lease .
''Financial Guaranty Agreement" means the Financial Guaranty Agreement between the City and
MBIA dated as of December I , 1998 .
"Fiscal Year" means the City 's fiscal year, which begins on January I of each year and ends on
December 31 of each year.
"Fixed Price" 1s defined in "AGREEMENT TO CONSTRUCT-Fixed Price" in this Appendix .
"Force Majeure" means any event that 1s not within the control of the City, including, without
hm11at1on , acts of God; stnkes, lockouts or other industrtal disturbances; acts of public enemies; orders or
restraints of any kind of the government of the United States of America or of the State or any of their
departments. agencies or officials or any ClVII or military authority; insurrection; riots; landslides ;
eanhquakes: fires: storms: droughts: floods ; explosions; or breakage or accidents affecting machinery ,
transmission pipes or canals .
"Improvements" means the buildings , site improvements and other real property described in
Exh1b11 B to the Lease , as such buildings, site improvements and other real property may be modified as
described in "LEASE-Modification of Leased Property" or "LEASE-Damage to, Condemnation of,
Matenal Defect in or Loss of Title to Leased Property" in this Appendix.
"lrukn1ure" means the Mongage Indenture of Trust by and between the Corporation and the
T rustec dated as of December I , 1998 and any amendment or supplement thereto.
"lndeperuk111 Counsef' means an anomey duly admitted to the practice of law before the highest
coun in the State and who is not an employee of the City or the Trustee.
"lnuial Purchaser" means (a) with respect to the Certificates, George K. Baum and Company and
(b) with respect to any Addinonal Certificates, the purchasers designated as such in any Supplemental
lndenrure .
"Interest Payment Date" means June I and December I of each year, (a) beginning on June I,
1999 with respect to the Cernficates and (b) beginning on the June I or December I specified in the
Supplemental lndenrure entered into in connection with such Certificates with respect to any Additional
Cen1ficates .
"land" means the Land descnbed in Appendix A to the Lease .
"lease" means the Lease Pw-chasc Agreement dated as of December 1, 1998 between the
Corporanon and the City and any amendment or supplement thereto.
··Lease Term" 1s specified in the Lease.
"leased Property" means the Leased Property and any other property that may be defined as pen
of the Leased Property by any Supplemental Indenture .
"MBIA " means MBIA Insurance Corporanon and its successors and assips.
"Moody's" means Moody 's Investor Service and its succeuors and assips.
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.. Ne t Proceeds'' mean s (a) the gross proceeds received from any event referred to in "LEASE-
Replacemeni and Substitution of Equipment" or "LEASE-Damage to , Condemnation of, Material
Defect in or Lo ss of Title to Leased Property " in thi s Appendix , minus (b) all expenses incurred in the
collecti on of s uch gross proceeds . The trade-in of Equipment as described in "LEASE-Replacement
and Substitution of Equipment" in this Appendix will be deemed to have generated gross proceeds for
purposes o f this definition in an amount equal to the credit recei ved upon such trade-in .
·'Operations Center" means the operations center of the Trustee in Denver, Colorado.
"Opinion of Counsef' means a written opinion of legal counsel , who may be counsel to the
Trustee or the Corporation .
"Outstanding" means all Certificates which have been executed and delivered, except:
(a) Certificates canceled or which will have been surrendered to the Trustee for
cancellation;
(b) Mutilated, lost , stolen or destroyed certificates in lieu of which other Certificates
have been executed as specified in the Indenture;
(c ) Cenificates which arc due and for which the Trustee holds funds for the benefit
o f the Owner thereof as descnbed in "INDENTURE-Moneys to be Held in Trust" in this
Appendix; and
(d) Certificates which arc otherwise dccmcd discharged as described in
"INDENTURE-Discharge oflndenturc" in this Appendix .
"Owner" of a C eruficate means the registered owner of any Certificate as shown in the
reg1stra11on records of the Trustee .
"Permitted Encumbrances" means, as of any J)ll'tlcular time , (a) liens for taxes and assessments
not then delinquent, or liens wluch may remain unpaid as described in ~LEASE-Limitations on
D1 spos111on of and Encumbrances on Leased Propeny" m this Appendix ; (b) the l...easc and the Indenture;
(c ) casements, hcenses, nghts-of-way, rights and privileges, restrictions and exceptions which the City
Representative ccnifies will not materially adversely affect the value , or interfere with or impair the
effecove use or operation, of the Leased Propeny, including easements granted as described in
··LEASE-Granting of Easements" m this Appendix ; (d) any financing statements filed with respect to
the Trustee 's interest in the Leased Property, the l...easc or the Agreement to Construct; (e) any
enc umbrance represented by fmancmg statements filed to perfect purchase money security interests in
any portion of or all or all of the Leased Propeny; (f) any claim filed as described in C .R .S . § 38-26-107 ;
(g) any applicable zoning requirements ; and (h) such minor defects, irregularities, encumtnnces and
clouds on utle as normally exist with respect to property of the general ctw'actcr of the Leased Propeny
and as do not, m the opinion of the Trustee, materially impair title to the Leased Property .
"Permitted Investments" is generally defined to include a specific investment list that has been
provided by MBIA.
"Person " means any natural person, firm , corporation, pannership, limited liability company,
state . pohucal s ubdivision of any state , other public body or other organization or association .
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'"Pl ans and Specifications'' 1s de fi ned m '"AGREEMENT TO CONSTRUCT-Plans and
S pec1fic a u ons '" m thi s Append ix .
··Project" means the 1998 C ivic Center Project and any other project that may be defined as a
proj ect b y any Supplemental Indenture .
'"Proj ec t Account'' means the account of the C onstruction Fund described in "THE
C ERTIFICA TES-Sec unty for the Certificate s-Project Account," in the body of this Official
Statement.
'·Project Contract'' means, with respect to each Project, contracts for services or materials for the
construction, acqu1smon or installation of the Project, including, but not limited to, contracts for
c onstruction . engmeenng and archnectural services.
"Pro;ect Documents " means, with respect to each Project, the following : (a} plans, drawings and
specifications for the Proj ect, including change orders , if any; (b) any necessary permits for the Project,
including an y building permits and certificates of occupancy ; (c) the Project Contracts; (d) policies of
title , casualty, public liability, property and workers ' compensation insurance, or certificates thereof with
respect to the Project : (e ) performance and payment Certificates with respect to the Project; and (f) any
and all other documents executed b y or furnished to the City or the Trustee in connection with the Project.
"Purchase Option Price" means the amount that the City must pay to purchase the interest of the
Trustee in the Leased Propeny as described in "LEASE-City's Purchase Option" in this Appendix.
"Qualified Surety Bond" means a surety bond issued by an insurance company rated in the
highest rating category by S&P and Moody's and approved by MBIA.
"Rebate Fund" means the special fund described in "INDENTIJRE-Rebate Fund" in this
Appendix.
"Record Date" means, with respect to each Interest Payment Date , the fifteenth day of the month
1rnmed1ately preceding the month (whether or not a Business Day) in which the Interest Payment Date
occurs .
"Requirement of La w" means any federal , state or local statute, ordinance, rule or regulation, any
Judicial or administranve order (whether or not on consent), request or judgment, any common law
doctnne or theory , any proV1s1on or condition of any permit or any other binding determination of any
governmental authority relanng to the ownership or operation of property, including but not limited to
any of the foregoing relating to zoning, enVJronmental , health or safety issues.
"Reserve Fund" means the special fimd described in "THE CERTIFICATES-Security for the
C ertificates-Reserve Fund" in the body of this Official Statement.
'"Reserve Fund Requirement" means (a) for the Certificates, an amount equal to S and
(b) for any series of Additional Certificates for which a deposit to the Reserve Fund is required, the least
of (1) 10% of the stated pnncipal amount of such Additional Certificates, (ii) the maximum debt service
due on such Additional Certificates in any Fiscal Year and (iii) 125% of the averaae Fiscal Year debt
service due on such Additional Certificates.
'"S&P" means Standard & Poor 's Ratings Services, a division of The McGraw-Hill Companies ,
Inc .. and it s successors and assigns .
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"Scheduled Completion Date" is defined in "AGREEMENT TO CONSTRUCT-Completion
Date .. m thi s Appendix.
'"Scheduled Lease Term " means the period from the commencement of the Lease Tenn through
the termination date as specified in the Lease .
··State" means the state of Colorado .
··Subcontract" means any Project Contract entered into by and between the City and any
Subcontractor.
··Subcontractor" means any Person with whom the City contracts for the construction, acquisition
or mstallatton by such Person of all or any portion of the Project.
··Supplemental Indenture" means any indenture supplementing or amending the Indenture that is
adopted as described in "INDENTURE-Supplemental Indentures Not Requiring Consent of Owners" or
··-Supplemental Indentures Requiring Consent of Owners" in the Appendix.
"Trust Estate" means the property mortgaged, pledged and assigned to the Trustee pursuant to the
granting clauses of the lndenture, and does not include the Rebate Fund.
"Trustee" means Toe Bank of Cherry Creek, N .A . or any successor thereto, in its capacity as
T rustec under the Indenture, or any successor trustee under the Indenture.
"'Trustee Representative" means any officer of the Trustee; and any other person or persons
designated to act on behalf of the Trustee under the Lease, the Agreement to Construct and the Indenture
by a written certificate furnished to the City and the Corporation containing the specimen signature of
such person and signed on behalf of the Trustee by any officer of the Trustee. 1be identity of the Trustee
Representative may be changed by the Trustee from time to time by furnishing a new certificate to the
City and the Corporation.
INDENTURE
Coastnacdoa had
A special fund is created and established with the Trustee to be designated the "Englewood
Certificates of Participation Construction Fund" (the "Construction Fund"), and, within such fund, the
Costs of Issuance Account, the Project Account, and the Redevelopment Account. The Trustee may
establish such additional accounts within the Construction Fund or such subaccounts within any of the
existing or any future accounts of the Construction Fund u may be neceuary or delinble. For a
description of the Project Account, see "THE CERTIFICATES-Security for the Certificates" in the
body of this Official Statement.
Moneys held in the Costs of Issuance Account will be used to pay Costs of Issuance as directed
by the Corporatton. The Trustee will , at the written direction of the Corporation Rcpraenwive, lrUISfer
to the Project Account any amounts held in the Costs of Issuance Account that are not required to pay
Costs oflssuance.
Moneys held m the Redevelopment Account will be disbursed by the Trustee to the City, in one
or more transfers, pursuant to and in accordance with the written instruction of the City Repaentative.
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None of the property acquired or improvements made from any moneys disbursed from the
Redevelopment Accow11 will become part of the Leased Property.
Rebate Fund
There will be deposited into the Rebate Fund (a) any moneys transferred to the Rebate Fund from
the Reserve Fund as described in "THE CERTIFICATES-Security for the Certificates-Reserve Fund"
m the body of this Official Statement; (b) all amounts paid by the City as described in the fourth
paragraph under this caption; and (c) all other moneys delivered to the Trustee that arc accompanied by
instructions to deposit the same into the Rebate Fund.
The City and the Corporation will make or cause to be made all requisite rebate calculations so as
to provide the mformauon required to transfer moneys to the Rebate Fund as described in the first
paragraph under this caption. Not later than 60 days after December I, 2003, and every five years
thereafter, the City will pay to the United States of America 90"/o of the amount required to be on deposit
m the Rebate Fund as of such payment date. No later than 60 days after the final retirement of the
Certificates, the City will pay to the United States of America 100% of the amount required to be on
deposit m the Rebate Fund which will remain in effect for such period of time as is necessary for such
final payment to be made.
The City has agreed in the Lease that, if, for any reason, the amount on deposit in the Rebate
Fund 1s less than the amount required to be paid to the United States of America on any date, the City will
pay to the Trustee the amount required to make such payment on such date.
Moaeys to be Held ID Trust
The Certificate Fund, the Project Account, the Costs of Issuance Account, the Reserve Fund and,
except for the Rebate Fund, any other fund or account created under the Indenture (with the exception of
the Redevelopment Account) will be held by the Trustee, for the benefit of the Owners as specified in the
Indenture. subject to the terms of the Indenture, the Lease and the Agrccmcnt to Construct. 1be Rebate
Fund will be held by the Trustee for the purpose of making payments to the United States of America as
described m ''INDENTIJRE-Rebate Fund" in this Appendix. Any escrow account established as
described in "INDENTIJRE-Discharge of Indenture" in this Appendix will be held for the benefit of the
Owners of the Certificates to be paid therefrom as provided in the applicable escrow agreement.
Repaymeat to tile City from tile Tnstee
After payment in full of the principal of, pmniwn, if any, and interest on the Certificates, all
rebate payments due to the United States of America , the fees and expenses of the TrusllCC and all ocher
amounts required to be paid under the Indenture, any remaining amounts held by the Trustee pursuant to
the Indenture will be paid to the City.
lnvestme11tofMoneys
All moneys held as pan of any other fund, account or subaccount created under the lndenlurc
will , subJcct to the restrictions described in "INDENTURE-Tu Covenant" in this Appendix, be
deposited or invested and reinvested by the Trustee in Pcnnined lnvcstmcnts; provided, hc>wner, that the
Trustee will make no deposits or investments of any moneys in any fund or account crarcd under the
Indenture which will interfere with or prevent withdrawals for payment of Costs of the Projects or for
payment of the Certificates. Any and all such deposits or investments will be held by or under the c:oncrol
of the Trustee. 1be Trustee will sell and reduce to cash a sufficient amount of such depoli1I or
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investments in the respecnve funds whenever the cash balance in the Project Account is insufficient to
pay a requisition when presented, whenever the cash balance in the Principal Account or Interest Account
1s insufficient to pay the principal of or interest on the Certificates when due , or whenever the cash
bala nce in any fund or account created under the Indenture is insufficient to satisfy the purposes of such
fu nd or account . In computing the amount in any fund or account created under the Indenture for any
purpose under the Indenture , investments will be valued at cost (exclusive of accrued interest) or par ,
whichever 1s less.
Maintenance of Existence; Performance of Obligadoas
The Corporation will at all times maintain its corporate existence and will use its best efforts to
maintain , preserve and renew all the rights and powers provided to it under its anicles of association and
bylaws , acuon of its board of directors and applicable law; provided, however, that the covenant
descnbed under this caption will not prevent the assumption, by operation of law or otherwise, by any
Person of the rights and obligations of the Corporation under the Indenture, but only if and to the extent
such assumption docs not materially impair the rights of the Owners of any Outstanding Certificates or
the Corporation .
The Corporation will do and perform or cause to be done and performed all acts and things
required to be done or performed in its capacity as Trustee under the provisions of the Indenture, the
Lease , the Agreement to Construct, any other instrument or other arrangement to which it is a pany that
benefits the Owners of any Outstanding Certificates and that complies with any Requirement of Law.
Tax Covenant
The Corporation will not take any action or omit to take any action with respect to the
Certificates, the proceeds of the Certificates, the Trust Estate or any other funds or property of the
Corporation and it will not permit any other Person to take any action or omit to take any action with
respect thereto if such action or omission would cause interest on any of the Certificates to be included in
gross income for federal income tax purposes or to be an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations (except, with respect to
corporauons, as such interest is required to be taken into accowtt in determining "adjusted net book
earnings·· for the purpose of computing the alternative minimum tax imposed on such corporations). In
furtherance of the covenant described under this caption, the Corporation agrees to comply with the
procedures set forth in the Tax Compliance Certificate delivered in connection with the issuance of the
Certificates and the provisions of any similar certificate or instrument delivered in cormection with the
issuance of any Additional Certificates. The covenants described under this caption will remain in full
force and effect notwithstanding the payment in full or defeasance of the Certificates witil the date on
which all obligations in fulfilling such covenants have been met. The covenants described under this
caption will not, however, apply to any series of Certificates if, at the time of issuance, the Corporatioo
intends that the interest on such series of Certificates is intended to be subject to federal income tax.
Sale or Encumbrance of Leased Property
As long as there are any Outstanding Certificates, and except as otherwise permitted by the
Indenture and except as the Lease otherwise specifically requires, the Corporation will not sell or
otherwise dispose of any of the Leased Property unless it determines that such sale or other disposal will
not materially adversely affect the rights of the Owners of the Certificate.
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Remedies of the Corporation Upon the Occurrence of an
Event of Default or Event of Nonappropriation
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Upon the occurrence of an Event of Default or Event of Nonappropriation:
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(a) the Trustee will be entitled to apply any moneys in any of the funds or accoW1ts
created under the Indenture (except the Rebate Fund and any escrow accounts described in
"INDENTURE-Discharge of Indenture" in this Appendix) to the payment of the principal of,
premium, 1f any , and interest on the Certificates when due;
(b) the Trustee may, and at the request of the Owners of a majority in principal
amount of the Certificates then Outstanding will , without any further demand or notice, exercise
any of the remedies available to it under the Lease ; and
(c) take any other action at law or in equity that may appear necessary or desirable to
enforce the rights of such Owner, including, but not limited to , the Trustee 's rights as assignee of
the Corporauon 's rights under the Lease.
Failure to Perform by Tnastee
Any of the following will constitute a Failure to Perform :
(a) default in the payment of the principal of, premium, if any, and interest on any
Certificate when due to the extent such failure is not directly caused by an Event of Default or an
Event of Nonappropriation;
(b) failure of the Trustee to enforce and diligently pursue any remedy available under
··INDENTURE-Remedies of the Corporation Upon the Occurrence of an Event of Default or
Event ofNonappropriation" in this Appendix; and
(c) failure by the Trustee to comply with any other provision of the Indenture within
30 days after receiving notice of noncompliance.
Remedies of Ownen Upoa a Fail•re to Perform
SubJect to the other provisions of the Indenture, upon the occunence of any Faill.U'C to Perform,
the Owner of any Certificate may:
(a) commence proceedings in any coun of competent jurisdiction to enforce the
provisions of the Indenture against the Trustee;
(b) subject to the restrictions described in the Indenture, cause the Trustee to be
removed and replaced by a successor trustee; and
(c) take any other action at law or in equity that may appear necessary or desirable to
enforce the rights of such Owner.
Limitation Upon Ripts ud Remedies of Ow.en
No Owner will have any right to institute any suit, action or proceedina in equity or at law for the
enforcement of the Lease or the Apecmcnt to Constnict, un1as (a) an Event of Default or Event of
Nonappropnation or a breach by the City of the Apecmcnt to Construct bas occurred of which the
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Trus tee ha s been notified a s specified in the Indenture, or of which by the provision of the Indenture
descnbed under that caption !I 1s deemed to have notice , and the Owners of not less than a majority in
pnncipal amount of Certificates then Outstanding have made written request to the Trustee and have
offered reasonable opportunity either to proceed to exercise the powers granted by the Indenture or to
institute such action. sull or proceedings in its own name.
Majority of Owners May Control Proceedings
An ything in the Indenture to the contrary notw!lhstanding, the Owners of a majority in principal
amount of the C emficates then Outstanding will have the nght, at any time, to the extent permitted by
law. by an instrument or instruments in wrmng executed and delivered to the Trustee, to direct the time ,
method and place of conducting all proceedings to be taken m connection with the enforcement of the
terms and conditions of the Indenture , or for the appointment of a receiver, and any other proceedings
under the Indenture; provided that such direction will not be otherwise than in accordance with the
prov1s1ons of the Indenture . MBIA is deemed to be the Owner of the Certificates for purposes of this
capnon.
Waivers
The Trustee may in its discretion and with the consent of MBIA waive any Event of Default and
11 s consequences, and notwithstanding anytlung else to the contrary contained in the Indenture will do so
upon the wnnen request of the Owners of a majority in aggregate pnncipal amount of all the Certificates
then Outstanding; provided, however, that an Event of Default will not be WBIVed without the consent of
the Owners of I 00°/o of the Certificates then Outstanding as to which the Event of Default exists, unless
prior to such waiver or resc1ss1on , all arrears of interest and all arrears of payments of principal and
premium, 1fany, then due, as the case may be (including interest on all overdue installments at the highest
rate due on the Certificates), and all expenses of the Trustee in connection with such Event of
Nonappropriation have been paid or provided for. In case of any such waiver, or in case any proceedings
taken by the Trustee on account of any such Event of Default has been discontinued or abandoned or
determined adversely to the Trustee, then and in every such case the Corporation, the Trustee, the Owners
and the City will be restored to their former positions and rights under the Indenture respectively, but no
such waiver or rescission will extend to any subsequent or other Event of Default or impair any right
consequent thereon.
Purcbase of Leased Property by Owaer
Upon the occurrence of an Event of Default under the Indenture, the lien on the Leased Ptopcny
created and vested in the Trustee may be foreclosed either by sale at public auction or by proceedings in
equity . Upon any such sale, any Owner or the Trustee may bid for and purchase the Leased Property;
and , upon compliance w11h the terms of sale, may hold, retain and possess and dispose of such property m
his , her. 11s or their own absolute right without funhcr accountability; and any purchaser at any such sale
may, 1fpcrmmed by law, after allowing for the propornon of the total purchase price required to be paid
in cash for the costs and expenses of the sale , compensation and other charges, in paying purchase money,
tum in Certificates then Outstanding in lieu of cash, to the amount which will, upon distribution of the
Net Proceeds of such sale and any other moneys available under the Indenture, be payable thereon . If the
Trustee acquires title to the Leased Property as a result of any such foreclosure sale, or any proceeding or
transaction in lieu of foreclosure , the Trustee will thereafter sell the Leased Property; and may talce any
further lawful action with respect to the Leased Ptopcny which it deems to be in the best interest of the
Owners, including but not limited to the enforcement of all rights and remedies set forth in the Lease and
the Indenture and the taking of all other courses of action pcmuncd therein.
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Supplemental Indentures Jliot Requiring Consent of Owners
The Trustee and the Corporation may , without the consent of, or notice to, the Owners, execute
and deliver a Supplemental Indenture for any one or more or all of the following purposes:
(a) to add to the covenants and agreements of the Corporation contained in the
Indenture other covenants and agreements to be thereafter observed by the Corporation;
(b) to cure any ambiguity , or to cure, correct or supplement any defect or omission or
inconsistent provision contained in the Indenture, or to make any provisions with respect to
maners arising under the Indenture or for any other purpose if such provisions arc necessary or
desirable and do not adversely affect the interests of the Owners;
(c) to subject to the Indenture additional revenues, properties or collateral (including
release and subsutuuon ofpropcny permitted under the Lease);
( d) to set forth the terms and conditions and other matters in connection with the
1SSuance of Additional Certificates, as described in the Indenture, including Additional
Certificates issued with a variable, adjustable, convertible or other similar rate which is not fixed
in percent.age for the entire term thereof and Additional Certificates which by their terms
appreciate m value to a stated face amount at maturity;
(e) to effect any change in connection with the preservation of the exclusion from
gross income for federal income tax purposes interest on the Certificates; or
(f) to effect any other changes in the Indenture which, in the opinion of Bond
Counsel, do not materially adversely affect the rights of the Owners.
Supplemental lndeatures Requlriag Consent of Owaen
Exclusive of Supplemental Indentures described under the immediately preceding caption, the
wrinen consent of the Owners of not less than a majority in agrepte principal amount of the Certificates
Outstanding will be required for the execution by the Corporation of any Supplemcnlal Indenture;
provided, however, that without the consent of the Owners of all the Certificatn Outstanding nocbin& in
the Indenture contamed will pemut, or be construed as permitting :
(a) a change in the terms of redemption or mauity of the principal IIDOUlll of or the
interest on any Outstanding Certificate, or a reduction in the principal amount of or pranium
payable upon any redemption of any Outstanding Certificate or the rate of interest thereoo,
without the consent of the Owner of such Certificate;
(b) the deprivauon as to the Owner of any Certificate Outstandina of the lien created
by the Indenture (other than as originally permitted thereby);
( c) a privileae or priority of any Certificate or Certificates over any other Certificate
or Certificates , except as permitted in the Indenture; or
(d) a reduction in the percencaae of the aaarepte principal amount of the Certificates
required for consent to any Supplernencal Indenture.
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If at an y time the Corporation requests the Trustee to enter into any Supplemental Indenture for
any of the purposes described under this caption, the Trustee will cause notice of the proposed execution
and deli very of such Supplemental Indenture to be mailed to the Owners of the Certificates at the
addresses last shown on the registration records of the Trustee . Such notice will briefly set forth the
nature of the proposed Supplemental Indenture and will state that copies thereof arc on file at the
Operations Center of the Trustee for inspection by all Owners. If, within 60 days or such longer period as
will be prescribed b y the Trustee following the mailing of such notice, the Owners of not less than a
majority, or, with respect to the matters specified in clauses (a) and (b) of the immediately preceding
paragraph. I 00%, m aggregate principal amount of the Certificates Outstanding at the time of the
execuuon of any such Supplemental Indenture will have consented to and approved the execution thereof
as provided m the Indenture , no Owner will have any right to object to any of the terms and provisions
contained therein , or the operation thereof, or to enjoin or restrain the Trustee from executing the same or
from taking any actton as described m the provisions thereof.
Ameadmeats, etc:. of the Lease or the
Agreement Not Requiring Consent of Ownen
The Corporauon may, with the written consent of the Trustee, but without the consent of or notice
10 the Owners, amend, change or modify the Lease or the Agreement to Construct as may be required:
(a) by the provisions of the Lease, the Indenture or the Agreement to Construct;
(b ) for the purpose of curing any ambiguity or formal defect or omission in the Lease
or Agreement 10 Construct;
(c ) m order more precisely to 1dcnttfy the Leased Property or to add additional or
substttuted improvements or properties acquired m accordance with the Lease;
( d ) m order to provide for the acquisition, conmuction or installation of additional
property under the Lease ;
(e) m connection with the issuance of Additional Certificates, including Additional
Ceruficates issued with a vanable , adjustable , con~ble or ocher similar rate which is not fixed
m percentage for the enurc tam thereof and Additional Cemficates which by their terms
appreciate m value to a stated face amowit at mat1r1ty;
(f) m connecuon with any Supplemental Indenture permitted as described m
"INDENTIJRE-Supplerncntal Indentures Not Requiring Consent of Owners" and
"INDENTIJRE-Supplemcntal Indentures Requinng Consent of Owners" in this Appendix;
(g) to effect any change in connection with the preservation of the exclusion from
gross mcome for federal income tax purposes of interest on the Certificates;
(h) to effect any change that (i) does not reduce the revenues available to the Trustee
from the Lease below the amount required to make all the payments and transfers delc:ribed in
·THE CERTIFICATES-Security for the Certificates--Certificate Fund," "-Racrve Fund" and
"-ProJect Account" m the body of this Official Statement and "INDENllJRE--COlllll'UCtion
Fund" and "-Rebate Fund" in this Appendix, (ii) does not ~ the value of the Leased
Property and (iii) does not adversely affect the exclusion from aross income for federal income
tax purposes of interest on the Certificates;
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(1) to effect an y change to an y Project permitted by , and in accordance with the
term s o f, th e Lease or the Agreement to Construct, any similar lease or agreement relating to any
other Project ; or
U) to effect an y other change in the Lease or the Agreement to Construct which, in
the op1mon of Bond Counsel , does not materially adversel y affect the rights of the Owners .
Amendments, etc., of the Lease or the Agreement to
Construct Requiring Consent of Owners
Except for the amendments, changes or modi fications permitt~d as described under the
1mmed1atel y preceding caption , neither the Corporation nor the Trustee will consent to any other
amendment, change or modification of the Lease without notice to and the written approval or consent of
the Owners o f not les s than a m aJon ry in aggregate principal amount of the Certificates Outstanding given
and procured as described in "fNDENTURE -Supplemental Indentures Requiring Consent of Owners" m
thi s Appendix . If at an y llme the Corporation requests the consent of the Trustee to any such proposed
amendment, change or modification of the Lease or the Agreement, the Trustee will , upon receipt of
amounts necessary to pay expenses, cause notice of such proposed amendment, change or modification to
be given in the same manner as described in "INDENTURE-Supplemental Indentures Requiring
Consent of Owners'' in this Appendix . Such notice will briefly set forth the nature of such proposed
amendment, change or modification and will state that copies of the instrument embodying the same are
on file at the Operations Center of the Trustee for inspection by all Owners.
Discharge of Indenture
If, when the Certificates secured by the Indenture become due and payable in accordance with
their terms or otherwise as provided in the Indenture, the whole amount of the principal of, premium, if
an y, and intere st due and payable upon all of the Certificates is paid, or provision has been made for the
payment of the same , together with all rebate payments due to the United States of America, the fees and
expenses of the Trustee and all other amounts payable under the Indenture, then the right, title and interest
of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the
Corporation to the Trustee and the Owners will thereupon cease , terminate and become void and be
discharged and satisfied . In such event, the Trustee will transfer and convey to (or to the order of) the
Corporation all property assigned. pledged or mortgaged to the Trustee by the Corporation then held in
trust by the Trustee as described in the Indenture, and the Trustee will execute such documents as may be
reasonably required by the Corporation and will turn over to (or to the order of) the City any surplus in
an y fund , account or subac count created under the Indenture, except any escrow accounts theretofore
e stabli shed as de sc ribed under thi s caption.
All or an y portion o f the Outstanding Certificates will prior to the maturity or redemption date
thereof be deemed to ha ve been paid ("defeased") within the meaning and with the effect expressed in the
1mmed1atel y preceding paragraph if (a) in case such Certificates are to be redeemed on any date prior to
their matunry the Corporation has given notice to the Trustee of redemption of such Certificates on said
redemption date , such notice to be given on a date and otherwise as described in "THE
C ERTIFICATES-Redernpuon ProVJsions-Mandatory Sinking Fund Redemption" in the body of this
Officia l Statement, (b) there has been deposited in trust either moneys in an amount which will be
sufficient, or Defeasance Securities which do not contain provisions permitting the redemption thereof at
the option of the is suer . the pnncipal of and the interest on which when due, and without any reinvestment
thereof, will provide moneys which, together with the moneys, if any, deposited with or held in trust at
the same time , will be sufficient to pay when due the principal of, premium, if any, and interest due and to
become due on said Certificates on and prior to the redemption date or maturity date thereof, u the cue
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may be , and (c) a certified public accountant acceptable to MBIA has delivered a verification report ,
venfymg the deposit as described in clause b of this paragraph. Neither the Defeasance Securities nor
moneys deposited m trust as described under this caption or principal or interest payments on any such
Defeasance Securities will be withdrawn or used for any purpose other than, and will be held in trust for ,
the payment of the principal of, premium, if any, and interest on said Certificates; provided any cash
received from such pnncipal or interest payments on such Defeasance Securities deposited in trust , if not
then needed for such purpose , will , to the extent practicable, be reinvested in Defeasance Securities of the
rypc descnbed m clause (b) of this paragraph maruring at the times and in amounts sufficient to pay when
due the pnnc1pal of, premium, 1f any, and interest to become due on said Certificates on or prior to such
redemption date or maturiry date thereof, as the case may be. At such time as any Certificates will be
deemed paid as aforesaid. such Certificates will no longer be secured by or entitled to the benefits of the
Indenture . except for the purpose of exchange and transfer and any payment from such moneys or
Defeasance Secunnes deposited m trust.
Prior to any discharge of the Indenture as described un~ this caption or the dcfeasance of any
Certificates as described under this caption becoming effective, there will be delivered to the Trustee an
opinion of Bond Counsel, addressed to MBIA, the Corporation and the Trustee to the effect that all
requirements of the Indenture for such defeasance have been complied with and that such discharge or
defeasance will not constitute a violation by the Trustee of its tax covenant described in "INDENTIJRE-
Tax Covenant" in this Appendix.
In the event that there is a defeasance of only part of the Certificates of any maturity, the Trustee
may institute a system to preserve the identity of the individual Certificates or portions thereof so
defeascd, regardless of changes in Certificate numbers attributable to transfers and exchanges of
Certificates.
Rights of MBIA
Notwithstanding any other provision of the Indenture or of the Lease or the Agreement to
Construct, so Jong as the Certificates are Outstanding and MBIA is not in payment default under the
Certificate Insurance, (a) MBIA will be deemed to be the Owner of all the Certificates for purposes of
exerc1smg nghts with respect to remedies as described in "INDENlURE-Remedies of Owners Upon a
Failure to Perform" in this Appendix, replacing the Trustee as specified in the Indenture and consenting to
supplemental indentures and amendments to the Master Lease as described in "INDENlURE-
Supplemental Indentures Requiring Consent of Owners" and "-Amendments, etc., of the Lease or the
Agreement to Construct Requiring Consent of Owners" and (b) there will be no acceleration of the
payment obligations of the C1ry under the Master Lease or of the Trustee under the Indenture without the
consent of MBIA .
After the Certificates are no longer Outstanding and at any time MBIA is in payment default
under the Certificate Insurance, all references herein to MBIA will be ineffective.
F•rtber Assurances ud Corrective lutnmeats
So long as the Indenture is in full force and effect, the Corporation and the Trustee will have full
power to carry out the acts and agreements provided for in the Indenture and will from time to time,
execute, aclcnowledge and deliver or cause to be executed, aclcnowledpd and delivered such supplements
to the Indenture and such further instruments u may reasonably be required for correctiq any inadequate
or incorrect dcscnpuon of the Trust Estate, or for otherwise carryina out the intention of or facilitating the
performance of the Indenture .
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Financial Obligations of Corporation Limited to Trust Estate
Notwithstanding any other provision of the Indenture, all financial obligations of the Corporation
under the Indenture , except those resulting from its negligence or willful misconduct, are limited to the
Trust Estate .
LEASE
Limitation on Trustee's Obligation witb Respect to Project
111c obhgauon of the Corporation to incur costs with respect to the consttucuon, acquisition and
installation of the ProJect will be hmned to $9,300,000, plus any earnings received from the investment of
such amount pending disbursement for payment of the costs incurred in connection with the consttuction,
acquisition and mstallauon of the ProJect.
Modification of Project; Additional Funds
111c funds available as described under the immediately preceding caption arc expected by the
Corporation and the City to be sufficient to pay the costs of constructing, acquiring and installing the
Project as described in the Lease . If at any time the Corporation or the City determines that such fimds
will not be sufficient to pay such costs, it will immediately notify the other in writing. Following any
such notice, the Corporation and the City, first , will negotiate in good faith in an attempt to agree to
modify the Plans and Specifications so as to permit the Project to be constructed, acquired and installed
with the funds available as described under the immediately preceding caption. If, following such good
faith negotiations, the Corporation and the City cannot agree to so modify the Plans and Specifications,
the Corporauon will use its best efforts to obtain additional funds for such purpose, it being recognized,
however, that the Trustee may not be able to , and that the Corporation has no obligation to the City if the
Corporation 1s not able to , obtain such additional funds .
Paymeat of Addltioaal Reatals
The City will, subJect to limitations contained in the Lease, pay Additional Rentals directly to the
Persons to which they arc owed (which, in the case of payments required to be made to fund the Reserve
Fund and the Rebate Fund as described in the Indenture, is the Trustee) in immediately available fimds in
the amounts and on the dates on which they arc due.
l! ncoadltional Obli&ations
The obligation of the City to pay Base Rentals during the Lease Tenn shall, subject to the
limitations contained in the Lease, and the obligation of the City to pay Additional Rentals during the
Lease Tenn will , subject to limitations contained in the Lease, be absolute and unconditional and will not
be abated for any reason related to the Leased Property . Notwithstanding any dispute between the City
and the Corporation or between the City or the Corporation and any other Person relatina to the Leued
Property, the City will , during the Lease Term, make all payments of Base Rentals and Additional Rentals
when due ; the City will not withhold any Base Rentals or Additional Rentals payable durina the Lease
Term pending final resoluuon of such dispute and will not assert any ri&ht of set-off or countcr~laim
against its obligation to pay Base Rentals or Additional Rentals, provided, howevcr, that the makina of
any Base Rental or Additional Rental payment will not constitute a waiver by the City of any ripts,
claims or defenses which the City may assert; and no action or inaction on the pan of the Corporation will
affect the City 's obhgauon to pay Base Rentals or Additional Rentals during the Lease Tenn.
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Taxes, Utilities and Insurance
The City will pay, as Additional Rentals , all of the following expenses with respect to the Leased
Property :
(a) all taxes. assessments and other charges lawfully made by any governmental
body, provided that any such taxes , assessments or other charges that may lawfully be paid in
installments may be paid m installments as such installments are due;
(b) all gas, water, steam , elecnicity, heat, power and other utility charges incurred in
connection with the Leased Property ;
(c) casualty and property damage insurance with respect to the Leased Propcny in an
amount equal to the greater of: (i) the principal amount of all Certificates Outstanding or (ii) the
full replacement value of the Improvements and the Equipment;
(d) public liability insurance with respect to the activities to be undertaken by the
City in connection with the Leased Property, the Project and the Lease : (i) to the extent such
act1v111es result in injuries for which immunity is available under Section 24-10-114, C.R.S. or
any successor statute, in an amount not less than the amounts for which the City may be liable to
third panics thereunder and (ii) for all other activities, in an amount not less than $1,000,000 per
occurrcnce:and
(e) common area maintenance charges or similar assessments imposed upon the
Leased Property as a charge against the Leased Property for its proponionate share of the costs
paid or incurred for operating and maintaining common areas including, without limitation,
parking areas.
The City will not allow any liens for taxes, assessments, other governmental charges or utility
charges to exist with respect to any portion of the Leased Propeny. If the City first notifies the
Corporation of the intention of the City to do so, the City may, however, in good faith contest any such
tax , assessment, other governmental charge or utility charge and, in the event of any such contest, may
pcrmn the tax, assessment, other governmental charge or utility charge so contested to remain unpaid
dunng the pcnod of such contest and any appeal therefrom, unless the Corporation notifies the City that,
in the opinion of lndependcnt Counsel, whose fees and expenses will be paid by the City &om Additional
Rentals appropnated for the Fiscal Year in which such fees and expenses arc due, by nonpayment of any
such item the interest of the Corporanon m the Leased Property will be materially interfered with or
endangered or the Leased Propcny or any portion thereof will be subject to loss or forfeiture, in which
event such tax , assessment, other govcrnmcntal charge or utility charge will be paid forthwith ; provided,
however, that such payment will not constitute a waiver of the right to continue to contest such tax,
assessment, other governmental charge or utility charge. At the request of the City, the Corporation and
the Trustee will cooperate fully with the City in any such contest.
The insurance policies provided as described in the first paragraph under this caption may be
provided by one or more pnvate or public insurance companies or organizations or may be provided
through a self-insurance program, subject to the following conditions:
(a) If the insurance is proVJdcd by a private or public insurance company or
organ1zauon :
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(1) the insurance policy (A) will have a deductible clause in an amount not
in excess of the amounts reasonably expected to be available to the City to pay such
deductible in the event of an insured event, (B) will name the City and the Corporation as
insureds, (C) will be so written or endorsed as to make losses, if any, payable to, the City,
the Corporation and the Trustee, as their respective interests may appear, (D) will
explicitly waive any co-insurance penalty and (E) will contain a provision to the effect
that the insurance company shall not cancel the policy or modify it materially and
adversely to the interest of the City or the Trustee without first giving written notice
thereof to the City and the Trustee at least 10 days in advance of such cancellation or
modification;
(ii) a copy of each such insurance policy, or of each certificate evidencing
such policy, will be delivered to the City, the Corporation and MBIA prior to the issuance
of the Certificates, a certificate evidencing the continuation of such insurance shall be
provided to MBIA 's Insured Portfolio Management Department annually following the
issuance of the Certificates and copies of new insurance policies will be provided to
MBIA 's Insured Portfolio Management Department within 30 days of purchase or
renewal;
(iii) full payment of insurance proceeds under any casualty or property
damage insurance policy up to the dollar limit described in clause (c) of the first
paragraph under this caption in connection with damage to the Leased Property will,
under no circumstance, be contingent on the degree of damage sustained at other property
owned or leased by the City or the Trustee;
(iv) each casualty or property damage insurance policy will explicitly waive
any co-insurance penalty;
(v) each such insurance policy will be provided by a commercial insurer
rated "A" by A.M . Best or in one of two highest rating categories of S&P and Moody's;
and
(vi) the City may insure that Leased Property under blanket insurance
policies which insure not only the Leased Property, but other properties as well, as long
as such blanket insurance policies comply with the requimnents hereof
(b) If the insurance is provided through a self-insurance program maintained by the
(i) an independent insurance consultant will initially and annually certify to
the Corporation and MBIA that (A) the reserves supporting such self-insurance program
arc held by an independent custodian and are adequate for the purposes of such program
and (B) such self-insurance program is maintained on an actuarially sound basis; and
(ii) in the event the self-insurance program is discontinued, the actuarial
soundness of the program will be maintained.
The City will cause an insurance consultant, which may be the person providiJI& the imurance,
acceptable to MBIA, to annually review the coverage of the policies of imurulcc maintained a dacribed
under this caption and to make rccomrnmdations thereon , and will comply with such .ec:.-1M1culations.
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Maiateaaace aad Operation of Leased Property
The C1ty will maintain , preserve and keep the Leased Property, or cause the Leased Property to
be maintained. preserved and kept, in good repair, working order and condition, subject to normal wear
and tear. will operate the Leased Property, or cause the Leased Property to be operated, in an efficient
manner and at a reasonable cost, and will make or cause to be made all necessary and proper repairs,
except as otherwise described in "LEASE-Modification of Leased Property," "LEASE-Replacement
and Substitution of Equipment" and "LEASE-Damage to, Condemnation of, Material Defect in or Loss
of Title to Leased Property" in this Appendix.
Title to Leased Property
Title to the Leased Property will be held in the name of the Corporation, subject to the Lease,
until the Leased Property 1s conveyed or otherwise disposed of as provided in the Lease, and the City will
have no right. title or interest in the Leased Property except as expressly set forth in the Lease .
Limitations on Dlspositioa of aad Eacunbraaces oa Leased Property
Except as otherwise permitted in the Lease and except for Permitted Encumbrances, (a) neither
the Trustee nor the City will sell, assign, transfer or convey any portion of or any interest in the Leased
Property or directly or indirectly create, incur or assume any mortgage, pledge, lien, charge, encumbrance
or claim on or with respect to the Leased Property, and (b) the City will promptly take such action as may
be necessary to duly discharge any such mongage, pledge, lien, charge, encumbrance or claim.
Notwithstanding the immediately preceding paragraph, if the City fint notifies the Trust.cc of the
intention of the City to do so, the City may in good faith contest any such mortgage, pledge, lien, charge,
encumbrance or claim on or with respect to the Leased Property, and in the event of any such contest,
may permit the item so contested to mnain undischarged and unsatisfied during the period of such contest
and any appeal therefrom, unless the Corporation notifies the City that, in the opinion of Independent
Counsel, whose fees will be paid by the City as Additional Rentals, by failing to diachargc or satisfy such
item the interest of the Trustee in the Leued Property will be materially interfered with or endangered, or
the Leased Property or any pan thereof will be subject to loss or forfeiture, in which event such item will
be satisfied and disct.argcd forthwith; provided, however, that such satisfaction and discharge will not
constitute a waiver by the City of the right to continue to contest such itan. At the request of the City, the
Corporation and the Trustee will cooperate fully with the City in any such contest.
Graada1 of Euemeau
As long as no Event ofNonappropriation or Event of Default has happened and is continuin&, the
Corporation and the Trustee will, at the request of the City:
(a) consent to the grant of casements, licenses, rights-of-way (including the
dedication of public highways) and other rights or privileges in the nature of cuemcnts with
respect to the real property included in the Lcued Property, free from the Lcuc and any security
interest or other encumbrance created therclmder or under the Indenture;
(b) release existin& eucmcnts, licenses, riahts-of-way and other ripts and privileges
with respect to the Land and the Improvements, free from the Lcuc, the Indenture and the
Agreement to Construct and any security mternt or other encumbrance created thcmmder, with
or without consideration; and
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( c) execute and deli ver any instrument necessary or appropriate to confirm and grant
or release any easement, li cen se, ri ght-of-way or other grant or pri vilege under paragraph (a) or
(b) under this caption , upon receipt of: (i) a copy of the instrument of grant or release ; and (ii) a
written application signed by the City Representative requesting such instrument and stating that
such grant or release will not materially adversely affect the value, or interfere with the effective
use or operation, of the Leased Property.
Subleasing by City
The City may, subJect to the ILmitations described in "LEASE-Tax Covenant of City" in this
Appendix, sublease the Leased Property under the following conditions:
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(a) the Lease, and the obligations of the City thereunder, will remain obhgations of
the Ci ty, and the City will maintain its direct relationship with the Corporation, notwithstanding
an y such sublease , grant or use ;
(b ) the C orporation and the Trustee consent to such sublease.
ModiRcalion or Leased Property
The C ity , at its OYl n expense , may remodel, or make substitutions, additions, modifications or
improvements to , the Leased Propeny, provided that (a) such remodeling, substitutions, additions,
modifications and additions (i) will not in any way damage the Leased Property as it existed prior thereto
and (ii) will become part of the Leased Propeny; (b) the value of the Leased Property after such
remodelmg, substitutions, additions, modifications and additions will be at least as great as the value of
the Leased Propeny prior thereto; (c) the Leased Property, after such remodeling, substitutions, additions,
modifications and additions, will continue to be used as provided in and will otherwise be subject to the
terms of the Lease; and (d) with respect to substitutions, MBIA has, in its sole discretion, given its written
consent to such substitution, such consent to be given only if MBIA has received from the City: (i) an
MAI fair market appraisal demonstrating that the value of the substituted property is at least equal to that
of the property released; (ii) a certificate of useful life demonstrating that the useful life of the substituted
property meets or exceeds the remaining term of the Certificates; (iii) a certification that the csscntiality
of the substituted property is comparable to that of the released property; (iv) an opinion from Bond
Counsel regarding the tax consequences of the substitution acceptable to MBIA; (v) a certification from
the City that there are no prior liens on the substituted property; and (vi) a title insurance policy covering
the substituted property and a certification from the City that the release of the released property and
substitution of the substituted property will not affect the existing title insurance on the Leased Property .
Replacement aad Substitution or Equipment
The City will have no obligation to renew, repair or replace any inadequate, obsolete, worn-out,
unsuitable, undesirable or unnecessary Equipment. In any instance where the City determines that any
Equipment has become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, the City
may (actmg for the Trustee) sell , trade m , exchange or otherwise dispose of such Equipment (as a whole
or m pan) without any responsibility or accountability to the Corporation or the Trustee therefor;
provided, however, that the City will comply with one of the following two conditions:
(a ) the City will substitute (by direct payment of the costs thereof or by designating
equipment or personal propeny not theretofore included u part of the Leased Property) other
equipment or personal property having (i) equal or greater value and utility (but not necessarily
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having the same function ) in the operation of the Leased Property and (ii) a useful life of not less
than the remaining useful life of the item of Equipment for which it is substituted; or
(b) the City will not make any such substitution, provided that (i) if the item of
Equipment is sold to anyone other than the City, the City will pay to the Trustee for deposit in the
Principal Account of the Certificate Fund the Net Proceeds from such sale, (ii) if the item of
Equipment is traded-in for other equipment or personal property that is not to be included in the
Leased Property, the City will pay to the Trustee for deposit in the Principal Account of the
Certificate Fund the Net Proceeds of the credit received by it in such trade-in and (iii) if the item
of Equipment 1s sold or disposed ofto the City, the City will pay to the Trustee for deposit in the
Pnnc1pal Account of the Cemficate Fund an amount equal to the original purchase price thereof
less depreciation at rates calculated in accordance with generally accepted accounting principles .
The City will promptly report in writing to the Trustee each substitution, sale. trade in , exchange
or other disposition that must meet one of the conditions set forth in clause (a) or (b) of the immediately
preceding paragraph and will pay amounts due to the Trustee thereunder promptly following any sale or
disposition as described in clause (b) thereof. All equipment or personal property substituted for
Equipment as described under this caption will be free of all liens and encumbrances that are not
Permitted Encumbrances and will become a part of the Equipment, and the City will execute and deliver
to the Trustee a bill of sale transferring title to the substituted equipment or personal property to the
Trustee .
The City will not remove, or permit the removal of, any of the Equipment except as described
under the captions, "LEASE-Modification of Leased Property" and "LEASE-Damage to,
Condemnation of, Material Defect in or Loss of Title to Leased Property" in this Appendix or Article IX
of the Lease. The Trustee will cooperate with the City in implementing the City's rights to dispose of
Equipment as described under this caption and will execute any and all conveyances, releases or other
documents necessary or appropriate in cOMection therewith.
The disposal of any portion of the Equipment as described in this caption will not entitle the City
to any postponement, abatement or diminution of the Base Rentals or Additional Rentals required to be
paid under the Lease .
Damase to, Coademutioa of, Material Defect
la or Loss of Thie to Leased Property
If (a) the Leased Property (or any portion thereof) is deslrOyed or damaged by fire or other
casualty, (b) title to, or the temporary or permanent use of, the Leased Propeny (or any portion thereof) or
the estate of the City, the Corporation or the Trustee in the Leased Property (or any portion thereof), is
taken under the exercise of the power of eminent domain by any governmental body or by any Person
actmg under governmental authority , (c) a breach of warranty or any material defect with respect to the
Leased Property ( or any portion thereof) becomes apparent or ( d) title to or the use of the Leased Property
(or any portion thereof) is Jost by reason of a defect in the title thereto, then the Net Proceeds of any
insurance, perfonnance bond or condemnation award or the Net Proceeds received u a conacquence of
any default or breach of warranty under any contract relating to the Leased Property or the ProJect will be
deposited into a special trust fund held by the Trustee.
If the costs of the repair, restoration, modification, improvement or repJacernent of the Leased
Property following an event descnbed in the immediately preceding paraaraph are equal to or leu than
the Net Proceeds available , such Net Proceeds will be used promptly to repair, restore, modify, improve
or replace the Leased Property (or pornon thereof) and any excess will be delivered to the City .
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If the costs of the repair, restoration, modification. improvement or replacement of the Leased
Property followmg an e vent described in the first paragraph under this caption arc more than the amount
o f Net Proceeds available, then:
(a ) the City may elect either:
(1) to use the Net Proceeds promptly to repair, restore, modify or improve or
replace the Leased Property ( or portion thereof) with property of a value equal to or in
excess o f the value of the Leased Property (or applicable portion thereof), and pay
(subject to Article VI of the Lease) as Additional Rentals the costs thereof in excess of
the amount of the Net Proceeds or
(11 ) to pay (subject to Article VI of the Lease) the Purchase Option Price, in
which case the Net Proceeds will be delivered to the City; and
(b) if, by December 31 of the Fiscal Year in the event described in the first paragraph
under this caption occurred (or December 31 of any subsequent Fiscal Year in which the
in sufficiency of Net Proceeds to repair, restore, modify, improve or replace the Leased Property
becomes apparent), the City has not appropriated amounts sufficient to proceed under either
cl ause (a) ofth1s paragraph, an Event ofNonappropriation will be deemed to have occurred .
(c ) any election made by the City under this caption will be supported by a
certificate of an independent architect acceptable to MBIA.
The City will not voluntarily settle, or consent to the settlement of, any proceeding arising out of
an y insurance claim, performance or payment bond claim, prospective or pending condemnation
proceeding, or any action relating to default or breach of warranty under any conlrlet relating to the
Leased Property or the Project without the written consent of the Corporation or the Trustee.
·o event dcscnbcd in the first paragraph under this capbon will affect the obligation of the City
10 pay Base Rentals or Add1t1onal Rentals under the Lease , rcprdless of whether the Leased Propcny is
repaired , modified, improved or replaced in full or in pan. subject, however, to Article VI of the Lease .
Coaclemutio• by City
The C ity agrees in the Lease that, to the extent pcnmtted by law, in the event it brings an eminent
domain or condemnation proceeding with respect to all or any portion of the Leased Property, the
appraised value of the condemned portion of the Leased Property will be not less than the pater of (a) if
the Cernficatcs are then subject to redemption under the Indenture , the redemption price of the
Cenificates that are attributable to the condemned property minus a proportionate share of the amount
then on deposit in the Reserve Fund or (b) if the Certificates are not then subject to redemption, the
amount necessary to defcase the Certificates attributable to the condemned property to the first date on
which the Certificates are subject to redemption under the Indenture minus a proportionate share of the
amount then on deposit in the Reserve Fund.
City 's Purc:base Option
The City is granted the option to purchase the Leued Property by payma to the Trustee the
Purchase Option Price . The Purchase Option Price is an amount which, topther with ocher IIIIOUDts then
on deposit in the Certificate Fund, the Reserve Fund and the Construction Fund that are available for such
purpose. is sufficient (a) to pay all the Outstandtna Certificates at maturity, to redeem all tbc Qu11t1nCtina
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having the same function) in the operation of the Leased Property and (1i) a useful life of not less
than the remainin g useful hfe of the item of Equipment for which it is substituted; or
(b) the C a y will not make any such substitution, provided that (i) if the item of
Equipment is sold to anyone other than the City, the City will pay to the Trustee for deposit in the
Principal Account of the Certificate Fund the Net Proceeds from such sale, (ii) if the item of
Equipment is traded-in for other equipment or personal property that is not to be included in the
Leased Property, the City will pay to the Trustee for deposit in the Principal Account of the
Certificate Fund the Net Proceeds of the credit received by it in such trade-in and (iii) if the item
of Equipment 1s sold or disposed ofto the City, the City will pay to the Trustee for deposit in the
Principal Account of the Certificate Fund an amount equal to the original purchase price thereof
less deprec1a11on at rates calculated in accordance with generally accepted accounting principles.
The City will promptly report in writing to the Trustee each substitution, sale, trade in , exchange
or other disposmon that must meet one of the conditions set forth in clause (a) or (b) of the immediately
preceding paragraph and will pay amounts due to the Trustee thereunder promptly following any sale or
disposition as described in clause (b) thereof. All equipment or personal property substituted for
Equipment as described under this caption will be free of all liens and encwnbranccs that arc not
Permined Encumbrances and will become a pan of the Equipment, and the City will execute and deliver
to the Trustee a bill of sale transferring 11tle to the substituted equipment or personal property to the
Trustee .
The City will not remove, or permit the removal of, any of the Equipment except as described
under the captions, ·'LEASE-Modification of Leased Property" and "LEASE-Damage to,
Condemnation of, Material Defect in or Loss of Title to Leased Property" in this Appendix or Article IX
of the Lease. The Trustee will cooperate with the City in implementing the City's rights to dispose of
Equipment as described under this caption and will execute any and all conveyances, releases or other
documents necessary or appropriate in connection therewith.
The disposal of any portion of the Equipment as described in this caption will not entitle the City
to any postponement, abatement or diminution of the Base Rentals or Additional Rentals required to be
paid under the Lease.
Damage to, Coadftllllatioa or, Material Defect
lo or Loss or Title to Leased Property
If (a) the Leased Property (or any portion thereof) is destroyed or damaged by fire or other
casualty , (b) title to , or the temporary or permanent use of, the Leased Property (or any portion thereof) or
the estate of the City, the Corporation or the Trustee in the Leased Propcny (or any portion thereof), is
taken under the exercise of the power of eminent domain by any governmental body or by any Person
acting under governmental authority, (c) a breach of warranty or any material defect with respect to the
Leased Property (or any ponion thereof) becomes apparent or (d) title to or the use of the Leased Property
(or any portion thereof) is lost by reason of a defect in the title thereto, then the Net Proceeds of any
insurance, performance bond or condemnation award or the Net Proceeds received as a comequcnce of
any default or breach of warranty under any contract relating to the Leased Property or the Project will be
deposited into a special trust fund held by the Trustee.
Jf the costs of the repair, restoration, modification, improvement or replacement of the Leased
Property following an event descnbed m the immediately preccdina para,raph are equal to or lea than
the Net Proceeds available , such Net Proceeds will be used promptly to repair, restore, modify, unpro~
or replace the Leased Property (or pon1on thereof) and any excess will be delivered to the City .
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Certificates in accordance with the redemption provisions of the Indenture or to defease all the
Outstanding Certificates in accordance with the defeasance provisions of the Indenture and (b) to pay all
Additional Rentals payable through the date of conveyance of the Leased Property to the District or its
des1gnee pursuant to this caption, including, but not limited to, all fees and expenses of the Trustee
relating to the conveyance of the Leased Property and the payment, redemption or defeasance of the
Certificates.
Personal Prope~· of City
The City. at Its own expense, may install equipment and other personal propeny in or on the
Leased Property. which equipment or other personal property will not become pan of the Leased Property
unless it is permanently affixed to the Leased Property or removal of it would materially damage the
Leased Property, m which case it will become part of the Leased Property .
Tax Covenant of City
The City will not take any action or omit to take any action with respect to the Certificates, the
proceeds of the Certificates, the Leased Property or any other funds or property of the City and it will not
permit any other Person to take any action or omit to take any action with respect to the Trust Estate or
the Leased Property or the use thereof if such action or omission would cause interest on any of the
Certificates to be included in gross income for federal income tax purposes or to be an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals and corporations
( except, with respect to corporations, as such interest is required to be taken into account in determining
"adjusted net book earnings" for the purpose of computing the alternative minimum tax imposed on such
corporations). In furtherance of this covenant, the City agrees to comply with the procedures set forth in
the Tax Compliance Certificate delivered in connection with the issuance of the Certificates and the
provisions of any similar certificate or instrument delivered in connection with the issuance of any
Additional Certificates. The covenants set forth in this caption shall remain in full force and effect
notwithstanding the payment in full or defeasance of the Certificates until the date on which all
obligations in fulfilling such covenants have been met. The covenants set forth in this caption will not,
however, apply to any series of Certificates if, at the time of issuance, the City intends the interest on such
series of Certificates to be subject to federal income tax.
Rlallts of MBIA
Notwithstanding any other provision of the Lease, the Indenture or the Agreement to Construct,
so long as the Certificates arc Outstanding and MBIA is not in payment default under the Certificate
Insurance. (a) MBIA will be deemed to be the Owner of all the Certificates for purposes of exercising
nghts with respect to remedies as described in Anicle XII of the Lease and (b) there will be no
acceleration of the payment obligations of the Trustee under the Indenture or of the City under the Lease
without the consent of MBIA .
After the Certificates are no longer Outstandina and at any time MBIA is in payment default
under the Certificate Insurance, all references in the Lease to MBIA will be ineffective.
AGREEMENT TO CONSTRUCT
City's OblJaadoas
The City will construct the Improvements on the Land and will acquire and install the Equipment
m the Improvements or on the Land, as appropriate, promptly and with due dilipncc and in ICCOl'dance
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with the term s o f the Agreement to Construct, provided, however, that, if the performance by City of such
obligations 1s delayed by Force MaJeure . the period for the commencement or completion thereof will be
ext ended for a penod equal to such delay.
Plans and Specifications
The City will construct the Improvements and acquire and install the Equipment in accordance
with the plans and specifications prepared by and currently in the possession of the City, an index of
which 1s attached to the Agreement to Construct and any change orders made as described under this
caption (which plans and specificauons, as modified by such changes orders, are referred to as the "Plans
and Specificauons").
The City at an y ume may change the Plans and Specifications by a change order, written
e vidence of whi c h will be filed with the Plans and Specifications then in effect, upon the City's
determination that such change order will not materially adversely affect the value of the Project or its
intended use .
Completion Date
The City will use its best efforts to cause the Completion Date to occur on or before June 1, 2000
(the "Scheduled Completion Date"). The ''Completion Date" will be deemed to have occurred when the
C ity delivers a certificate to the Corporation and MBIA stating that, to the best of the City's knowledge
based upon the representations of the contractors, architects , engineers, vendors or other consultants and,
except for any amounts estimated by the City to be necessary for payment of any Costs of the Project not
then due and payable, the Project has been completed, and all Costs of the Project relating to the Project
have been paid; provided, however, that the delivery of such certificate will not, and such certificate will
state that it does not, prejudice any rights against third parties which exist at the date of such certificate or
which may subsequently come into being.
If the Completion Date does not occur by the Scheduled Completion Date for any reason other
than Force Majeure. the Corporation, with the consent of the Trustee, may, but will not be required to,
terminate the Agreement to Construct, retain a Person other than the City to complete the Project and
rec over from the City (a) all reasonable costs incurred by or on behalf of the Corporation in completing
the ProJect, net o f any amounts that would otherwise have been paid to the City to complete the Project
under the Agreement to Construct, plus (b) interest on the amount determined as described in cla111e (a) at
the maximum rate of mterest payable on any of the Certificates.
Filted Price
As cons1dcrauon for the design, construction and installation of the Project in accordance with the
Agreement, mcludmg but not limited to the preparation of the Plans and Specifications, the Corporation
will pay the City the sum of $9,300,000, plus any earnings received from the investment of such amowit
pending d isbursement to the City under the Agreement to Construct. The Fixed Price will not be adjusted
up or down fo r c hange orders or for any other reason, it being the intention of the parties that the City will
bear the co st o f cost-overruns and will reap the benefit of cost-savinas in connection with the services and
property provided by tt under the Agreement to Construct. The Fixed Price will be allocated to various
cost port ion s of the design, construction and installation of the Project aenerally u set forth in the
A ll ocati on Sc hedule set forth in ''lHE LEASED PROPER'JY-Description of the Lcued Property" in
the body of thi s Official Statement (the "Allocation Schedule"), which Allocation Schedule, u modified
by the C ity from ume 10 ume, will serve as the basis for reviewina the City 's periodic requisitions for
payment desc nbed wider the immediately succeedina caption.
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Requisitions for Payment
The City may request from time to time, payment of a portion of the Fixed Price for work
performed pursuant to the Allocation Schedule by delivering a requisition to the Trustee in the form
attached to the Indenture. The City will not submit a requisition for payment of amounts that the City
does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason.
Requisitions for materials or equipment will not be submitted until the materials or equipment have been
delivered and tnle thereto has been transferred to the City . The City warrants in the Agreement to
Construct that title to all work covered by a requisition will pass to the Trustee no later than the time of
payment and the City will provide, in connection therewith, all lien waivers and title insurance
endorsements sufficient to insure the Corporation 's title to all work included in an application for
payment free and clear of all liens . The requisition for the final installment of the Fixed Price will be
accompanied by the cenificate of completion described in "AGREEMENT TO CONSTRUCT-
Complenon Date" in this Appendix .
Limitations on Obllaatioas of City
Notwithstanding any other provision of the Agreement to Construct, (a) the obliptions of the
City under the Agreement to Construct will constitute a special obligation of the City md the City's
perf onnance of such obligations will be limited to the availability of funds to pay the costs of such
performance from (i) moneys paid to the City by the Corporation as described in the Agreement to
Construct and (ii) funds appropriated by the City for the Fiscal Year in which such funds are to be
expended; and (b) no provision of the Agreement to Construct will be construed or interpreted (i) to
directly or indirectly obligate the City to make any payment in any Fiscal Year in excess of amounts
appropriated for such Fiscal Year; (ii) as crating a debt or multiple fiscal year direct or indirect debt or
other financial obliption whatsoever oftllC City within the meanin& of Article XI, Section 6 or Article X.
Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; or
(iii) as a delegation of governmental powers by the City.
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TBISPAGE
INTENTIONALLY LEff BLANK
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APPENDIXB
Undertaking to Provide Ongoing Disclosure
This Continuing Disclosure Undertaking (the "Undertaking") is executed and delivered as of
December I , 1998 by the City of Englewood, Colorado (the "City").
Section I . hrpose. This Undertaking is being executed and delivered by the City in connection
with the issuance of that ccnain issue of Certificates of Participation, Series 1998, in the aggregate
principal amount of $21 ,530,000 (the "Certificates"). Thc Certificates arc issued pursuant to an
approving ordinance of the City finally adopted by the City Council of the City prior to the date of
issuance of the Certificates and an Indenture of Trust by and between the Englewood Environmental
Foundation, Inc ., a Colorado nonprofit corporation and The Bank of Cherry Creek, N.A., Denver,
Colorado (the "Certificate Documents"). Capitalized terms used but not otherwise defined herein shall
have the meanings assigned thereto in the Certificate Documents. This Undertaking is intended to
facilitate compliance with Section (bXS) of Securities and Exchange Commission Rule 1Sc2-12 under the
Securities Exchange Act of 1934, as amended (17 C .F.R. § 240.1Sc2-12) (the "Rule"), and to assist the
Underwriter, as a Participating Underwriter under the Rule, to comply with the Ruic.
Section 2 . lhjbaltu,,u. Capitalized terms in this Section and elsewhere in this Undertaking shall
have the meanings set fonh herein. Capitalized terms used but not defined herein shall have the meanings
set forth in the Bond Resolution. The following capitalized terms shall have the following meanings for
purposes of this Undenalcing:
"Anm,al Financial lnfomuuion" means the financial information or operating dabt with respect to
the City, provided at least annually, of the type included in the following tables in the Final Official
Statement: Tables I, D, m, IV, V 111d VD . Any financial statements included in the Annual Financial
Information shall be prepared in accordance with gcnenlly accepted accowiting principles ("GAAP") and
the Governmental Accowiting Standards Board ("GASB"). Such financial statements may, but are not
required to be, Audited Financial Statements.
"Audiled Financial Slatoie,us" means the City's 11mual financial statements, ~ in
accordance with OAAP for 10 .. amucutal units u prescribed by GASB, which financial statements shall
have been audited by such auditor u shall be then required or pamitted by the laws of the State of
Colorado.
"Final Official SlatOIWIII" ~ the Official Statement with respect to the Bonds dded the date
of adoption of the Bond Resolution.
"Material Event" means 111y of the following events, if material, with respect to the Bonds :
(a)
(b)
(c)
(d)
(e)
(f)
(&)
(h)
(i)
(j)
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscbedulcd draws on debt service reserves reflecting financial difficulties;
Unscbedulcd draws on credit cnbanccments reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events aff'ectina the tax-exempt status of the Bonds;
Modifications to riptl of holden of Bonds;
Bond calls (other than mandatory linkin& fund redemptions);
Defeasances;
Release, substitution or sale of property sccunna repayment of the Bonds; and
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(k) Rating changes.
"Material Event Notice" means written or electronic notice of a Material Event.
"NRMSIR" means a nationally recognized municipal securities information repository, as
recognized from time to time by the Securities and Exchange Commission by no-action letter for the
purposes referred to in the Rule .
"SID" means a state information depository as operated or designated by the State of Colorado
and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes
referred to in the Rule . There is no SID as of the date of this Undcnaking.
Section 3 . /11/_.,;,,11 to H Prol!UWL The City undertakes to provide the following
information as provided herein :
(a)
(b)
(c)
Annual Financial Information, which information may, at the option of the City ,
be included ·in the Audited Financial Statements provided pursuant to clause (b)
below or be provided separately therefrom ;
Audited Financial Statements, if any; and
Material Event Notices.
Section 4 . Procedures for hovi4blg /11/0,...;o,._
(a) Annual Financial Information . While any Bonds are Outstanding, the City shall
provide the Annual Financial Information on or before December 31 , 1998 and December 31 of
each subsequent year (the "Repon Date") to each then existing NRMSIR and the SID, if any . If
the City changes its fiscal year, it may change the Report Date to any date within 180 days of the
end of the City's new fiscal year by written notice of the change of fiscal year and change in
Report Date to each then existing NRMSIR or the Municipal Securities Rulemaking Board (the
"MSRB") and the SID, if any. It shall be sufficient if the City provides to each then existing
NRMSIR and the SID, if any, any or all of the City Annual Financial Information by specific
reference to (i) documents previously provided to each NRMSIR and the SID, if any; or (ii)
documents filed with the Securities and Exchange Commission or, if such a document is a final
official statement within the meaning of the Rule, available from the MSRB.
(b) Audited Fina11cia/ Statements. If not provided as part of the Annual Financial
Information provided pursuant to subsection (a) above, the City shall provide the Audited
Financial Statements to each then existing NRMSIR and the SID, if any, when and if such
Audited Financial Statements are available while any Bonds arc Outstanding.
(c ) Material Events. If a Material Event occurs while any Bonds arc Outstanding,
the City shall , in a timely marmer, provide a Material Event Notice to each then existing
NRMSIR or the MSRB and the SID, if any, which Material Event Notice shall be captioned
"Material Event Notice," shall prominently state the date, title and CUSIP numbers of the Bonds
and shall describe the Material Event.
(d) Notices of Failure to Provide AMual Financial J,ifonttatio,a. The City shall
provide in a timely manner to each then existing J\IRMSIR or the MSRB and to the SID, if any,
notice of any failure by the City while any Bonds are Outstanding to provide to each then cxistina
NRMSIR and the SID, if any, City Annual Financial Information on or before the Report Date .
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(e ) Means of Transmirring Jnfonnarion . Unless othen,\,i se required by law and
subject to technical and economic feasibility , the City shall employ such methods of information
transmission as shall be requested or recommended by the designated recipients of the
information to be received pursuant to this Undertaking.
Section 5 . Ten,cilllllion. The obligations of the City under this Undertaking shall terminate
immediately once the Bonds no longer are Outstanding. This Undertaking, or any provision hereof, shall
be null and void in the event that the City delivers to each then existing NRMSIR or the MSRB and the
SID, if any, an opinion of nationally recognized bond cmmsel to the effect that those portions of the Rule
which require this Undenaking, or any such provision, are invalid, have been repealed retroactively or
otherwise do not apply to the Bonds, provided that the City shall have provided notice of such delivery
and the cancellation of this Undertaking or any provision hereof to each then existing NRMSIR or the
MSRB and the SID, if any .
Section 6 . A,,.e,ulme11L Notwithstanding any other provision of this Undertaking, this
Undertaking may be amended by the City, without the consent of the holders of the Bonds, but only upon
the delivery by the City to each then existing NRMSIR or the MSRB and the SID, if any, of the proposed
amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and
giving effect thereto, will not adversely affect the compliance of this Undertaking and by the City with the
Rule and that such amendment complies with this Section. Any such amendment shall satisfy, unless
otherwise permitted by the Rule, the following conditions :
(a) The amendment may only be made in connection with a change in circumstances
that arises from a change in legal requirements, change in law or change in the identity, nature or
status of the City, or type of business conducted;
(b) This Undertaking, as amended, would have complied with the requirements of
the Rule at the time of the primary offering, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
( c) The amendment does not materially impair the interest of holders of the Bonds,
as determined by nationally recognized bond counsel, or by approving vote of holders of the
Bonds pursuant to the terms of the Bond Resolution at the time of the amendment.
The initial Annual Financial Information provided by the City hemo after the amendment shall explain,
in narrative form, the reasons for the amendment and the effect of the change in the type of operating data
or financial information being provided.
Section 7 . No Ewlll of DeflllllL Any failure by the City to perform in accordance with this
Undertaking shall not constitute an Event of Default under the Bond Resolution, and the rights and
remedies provided by the Bond Resolution upon the OCClllffllCC of an Event of Default shall not apply to
any such failure. If the City fails to comply with this Undertalcing, any Owner of a Bond may take such
actions as may be necessary and appropriate , including seeking specific performance by court order, to
cause the City to comply with its obligations hereunder.
Section 8 . Gownw,g I.Aw. This Undenaking shall be governed by and construed in accordance
with the laws of the State of Colorado, provided that to the extent this Undenaking addresses matters of
federal secunties laws, including the Rule, this Undertaking shall be construed in accordance with such
federal securities laws and official interpretations thereof.
Section 9. lkMjkwia. This Undenakina shall inure solely to the benefit of the Underwriter
and the holders from time to time of the Bonds, and shall create no riahts in any other person or entity.
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EXECUI'ED as of the date first set forth above .
CllY OF ENGLEWOOD, COLORADO
Mayor
ATI'EST:
City Clerk
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APPENDIXC
Aaditecl paeral pupow ftuadal statements of the City
as of ud for die year eaded December 31, 1997
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Principals
Jack C. Schroeder
Larry R. Beardsley
Richard M. Carlson
Mark 0 . Elmshauscr
Kevin F. Collins
Honorable City Council
City of F.a&lewood
F.a&lewood, Colorado
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying general purpose financial sratemcnts of the City of Englewood,
Colorado as of and for the year ended December 31, 1997, as listed in the foregoing Table of
COIIICnts. These geocral purpose financiaJ SlalemelltS arc the n,spons1'bility of the City's
managcmc:nt . Our responsibility is to express an opinion on these geocral purpose financial
swemems based on our audit.
We conducted our audit in accordance with generally accepted auditing SIUdards and Govemmou
Auditing Standards, issued by the Comptroller Gcocral of the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about wbclhcr the
genera] purpose financial mtemcnts are m,e of material misstalcrnent. An audit iDcludcs
examining, on I test basis, evidence supporting the amounts and disclosures in the geocral purpose
financial mtemeDtS. An audit also includes assessing the 1CC011nting principles used and
significant estimates made by management, as well as evaluating the overall general pnpose
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the geocral purpose financial llllemeDts referred to above present fairly, in all
1D11Cria1 respects, the financial position of the City of Englewood, Colorado at December 31, 1997
and the rcsuhs of its opentions and the cash flows of its propridary fund type for the year tbca
ended, in oonfonnity with senenlly accepted acxx,aanring principles.
M disclosed in NOie I, the City reports the activity of the Englewood Urban Rmewal Audlority
(EURA), a componem unit, using discrete praearation witbin the City's pnml purpose financial
swemems . The accompanying geocral purpose fimncial mternrms have been pn,pared UP1ming
that EURA will continue as an economic going concern. M disclosed iD NOie 7, EURA is in
default on its Tax Increment Revenue Refunding and Improvemena Bonds Series 1985A and its
Tax Increment Revenue Refunding Bonds Series 198SB. This coadition raises mbllaamJ doubt
about EURA's continuation as an economic going cooce:m. 1be pnml purpose financial
swemems do not include any adjustments that might result from the outcome of this uncertainty.
In accordance with Gowmment Auduing Standards, we have also issued a report dated June 4,
1998 on our oonsidcmioa of City of Englewood, Colorado's internal COllbOI over financial
reporting and our tests of its compliance with certain provisions of Jaws, re,ullliom, CODbadS and
pants.
6000 Greenwood Plaza Blvd., ti 10 • Greenwood Villap, CO 80111-4117
303-779-4000 • FAX 303-770-9276 • E-mail : VICOCJ)U.vacoc:pLCOIII
Mcmben : ~ lallilalc olC.enified N,tic:-· S.E.C. Md Pli-Placlice s.m-•C.......Socilly o/c.liW 1"61ic~
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Honorable City Counc:il
City of Bnglewood
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Our audit was made for the pmpose of fonnina an opinion on the paenl pmpose financial
•aremeau taken as a whole. 1be combining and individual fund fiDIDcial MllfflWJts and other
ICbedules and ffPOll as lisled as SupplemeUal IDfonmtjon in the Table of Conteats are pnlmllCd
for pmposes of addiriooaJ analysis and lepl compliance and are not a required put of the amenI
J1U1P01C financial •l!emelltS of the City of Bltglewood , Colondo. Such information bas been
IUbjected to the auditing procedures applied in the audit of the aeneraI purpose fimncial lfltemelltS
and, in our opinion, is fairly llaled in all 11111eria1 rapeclS in relalioll to the ,eneral purpose
fimncial....,...,... cum as a whole. We~ not audited the iDfonnllioD included in the lleClion
lisled in the Table of Coaleats u SU11istica1 Section and, accordiDIIY, we express no opinion
lbereon.
v'v4~/Jl~~ :-..
June 4 , 1998
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GENERAL PVRPQSE FINANCIAL STATEMENTS
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CITY OF ENGLEWOOD, COLORADO
COMBINED BALANCE SHEET · AU. FUND TYPES, ACCOUNT GROUPS AND DISCREn:L Y PRESENTED COMPONDoT UNITS
DECEMIIER 31, 1"7
(WITH COMPARATIVE lOTALS roa DECEMBER 31 , 1"6)
Priaary Get..-Full T:,pes ad Acmuat Groapo
Ge, .. IF_.T~ Proprietary Falld T:,pes ..
s,.dal Delle Capilal 1--1
Gaen1 ...... 5erTi<e Projects Emfll,rile ~
ASSETS AND OTHER DDITS
Auets:
Cuti :md invesunem.s s 6.029.552 s 663.297 s 179.929 s 3.624.283 s 27 .660.SOO 3.244.698
Reslricted ...., ... c;ash one! in-28.107 15 .978.857
Receivables :
Propcny ...... 1.741.000 451.000
Sales and use tues 2.669.450 100.005
lnteres1 74.176 6.003 4.669 64.031 306.195 32.698
Accounts 375 .193 45.30I 356.145 45 .033
Assessments 1.207 795.999
lnlOflOvenunen&al 243.466 20.373 2.369 41.502 332.840
Odler 4.374 90.182
Due from -funds 18.981
Due from pnmory IIOvemmall
lnverw«ies 237.762 167.906
Other assets 41.095
,,_.,, held for ... 376.821
Equiry in j ouu -28.869.746
Advances 10 ocher fundl 453.907 15 .31 6
Ddened chirp 219.063
Fixcd.aeu.nel 39.IM0.819 1.645.129
Odlerdobill
~ avaalable in debc serva fund
AffioWN 10 be provided for mi-1
or se,,cra1 1ona-wm -
Tow U1CU and ocher ddlill S 11 .646.413 s 734.m s 1.43).966 s 3.845.137 S 114.439.000 s 5.176.559
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Gomrw G,...i ...., c...-........ ...., ....... ,... ... Flad i..e--c.--Ualls l!mky G.--Eadly • .,..., -DIii& 1"7 1"7 1"7 "" ""
s 5'.611.729 s s s 96.013 .911 s 433.072 s 96.4"7 .060 s 91.176.292 s 91 .521.68'
16.o06.964 311.072 16.325.036 1.460.112 l.~7.151
2.199 .000 535.000 2.734.000 1.956.600 2.521.600
2.769.455 15.IMO 2.78'.495 2.126.747 2.143 .743
4.118 492.660 1.058 500.711 461.207 466.272
121.675 821.675 175.196 175.196
10.424 1117.630 1117.630 1.053.651 1.053.651
640.550 1.830 642.311> '702.994 'IIM.517
9'.556 94.556 111 .134 111.13'
11.911 11.911 11.116 11.116
35.000 35.000
405.661 405.661 393.217 )93.217
41.1195 611 41 .713 66.570 67.914
311.121 376.121 I02.IOI I02.IOI
2U69.741 21.169.746 25.214.1151 ?5.284.051
469.223 469.223 612.126 612.126
219.Clli3 219.Clli3 IOl.713 IOl.713
114.405 21.417.37 1 63.117.79' t07.621 64.D95.422 59.227.314 59.722.655
171.074 171,074 171.074 113.662 113.662
:IMl.542 2.963.542 2.963.542 3.421.509 J.421.509
s 5'.741.446 S 21 .417.371 s 3.141.616 s 216.M.415 s 2.lS4.Ja S 211.IIID.ffl S 190.IIU,, s 191 .717 .419
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CITY OF ENGLEWOOD, COLORADO
COMBINED BALANCE SHEET· AU.. nJND TYPES. ACCOUNT GROUPS AND DISCRETEL V PRESE.vnD COMPONENT UNITS
DECEMBER 31, 1"7
(Willi COMPARATIVE TOTALS FOR DECEMBER 31. l"'l
(Connnued)
...-.,.~ FaadT,,__._G~
Pl'.-,F ... Types
Special Debt Capital -GeMnl Rneaae Se"ic:e Projects Eau,paiw 5enicit
LIABILITIES. EQIJITY AND OTHER CREDITS
U&bilities :
Accounis payable s 413.431 s 30.7 11 s 325 $ 178 ,441 s 1.801.589 s 138.335
Accruocl payroll and r<lal<d liabilibeS 443.035 100 3.479 260.1'2 38 .476
Due 10 other funds 5.453
Due to comp:,nent un1u 35 .000
Dcfemd revenue 1.986.571 1.246.999 24 .000 1.779.231
OlhcT liobililics 125 .796 351.629 3-46 .797
Due lO other CoventlllOIIIS
Accruocl io,c-, payable 84 .210
Ad .. nca from....,_ 469.223
Liabilincs payable r,., raaictod -216.881
Gmer.aJ obliplion boadl payable
s~ --deb< with ..,__
Revenue bonds payable 3.780.000
Tu inmlll*!t -payable
Other Ions-term debt 26.167.209
Dcfemd compensation payable
Tocal liabitilleS 2.968 .133 36.264 l.716.S47 240.920 34 .440.191 523.608
Equity and ochor crcdiis:
In_,_ in pncral fiudascu
Comribuled capital 52.129.644 2.210.163
Retained caminp 27 .161.465 2.442.788
Fund balances:
Ram,ed 1.399.571 355 .729 171.074 S47 .760
U...........S:
Dcsipaiod for ,...,..._ year's
caponditures 2.134 .399 61.692 2.218 .673
Undesip,aled 4.443 .603 274.292 (460.655) 767 .714
Tocal equity and-aedilS un.51<> 691.713 (212.511) 3.6CM.217 79 .998.109 4.652.951
Tow l .. lillOS. oq,,11y ad olllcr aedlis $ 11.646.413 s 73'.977 S 1.433 .966 s 3 .... 5.137 S 114.439.000 s 5.176..559
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F-Tl!!! A..,_G!;!!!! ~) Prier Year
G--i G--i Pr--, C_.,a ....,... Primary llepanlas
Trw&-Fi.II ............ c.--UDIU ~ eo.ermmnt Elllily
"f"'2 -Dal 1"7 1"7 1"7 1-·-
s 5.911 s s s 2.S68.743 s 216.499 s 2.785 .242 s 1.309.875 s 1.311.841
745.232 l.301 746.533 629.526 630.890
13.528 18.981 18.981 18 .116 18.116
35 .000 35 .000
10.424 5.047.225 53S .000 S.S82.225 S.067 .321 5.639.321
824.222 824.222 2.024.858 2.024.8S8
1.503.S02 1.503.502 1.503.502 1.290.840 1.290.840
84.210 114.210 18 .938 18 .938
469.223 469.223 682.126 682.126
216.811 216.181
2.0SS.000 2.0SS.000 2.0SS.000 2.91S.000 2.91S.OOO
40.000 40.000 40.000 110.000 110.000
3.780.000 3.780.000 3.91S.OOO 3.91S.OOO
31 .815.137 31.IIS.137 30.152.953
7.566 l.04lli.616 27 .221.391 27.221 .391 12.37S.14S 12.37S.14S
9.692.260 9.692,260 9.692.260 7.173.144 7.173.144
11.233 .191 3.141.616 S4.301.170 32.567.937 16.169.807 31.229.819 69.651.172
21.417.371 21 .417.371 907.628 22.394.999 19.392.970 19.111.241
72.300 S4.412.107 S4.-'12.107 S2.713.8" S2.713.8"
30.311.253 30.311 .253 21.969.321 21.969.321
43.069.865 45.SSl .006 321.94S 4S .872.9SI 40.S13.906 40.125.025
93 .000 S.lk.76' 32.496 S.317.260 3.003.-'12 3.06'.497
273.090 5.291.11-' ()1.575.611) (26.277.s<M) 7.1'9.510 (23.401.681)
•3.508.255 21.417.371 16~.615 (30.3 I 3.S49) 132.0J 1.066 151.112.9'Nl 122.129.247 • s 5'.7'1 .446 S 21.417.371 s 3.141.616 s 216.6'6.4'.5 s US4.311 S 211.900.173 S 190.11US9 s 191 .717.'19 • •
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CITY OF ENGLEWOOD, COLORADO
COMBINED STATEMENT OF REVENUES. EXPENDITURES AND CHA NGES IN FUND BALANCES
ALL GOVERNMENTAL FUND TYPES. EXPENDABLE TRUST FUNDS AND
DISCRETELY PRESENTED COMPONENT UNITS
FOR nu: YEAR ENDED DECEMBER 31 . 19'7
(WITH COMPARATIVE TOTALS FOR TIIE VEAR ENDED DECEMBER 31. 1996)
Primar,-c. .. ..-a, F-T ypes
,,,_
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Fiduciary
Goverameatal Fuacl T)-pes Fund Types
Special DelJt Capital Expendable
RE VENU ES Geaenl Revenue Seniet Projects TnlllS
Taus 20.090.865 s s 457.344 s 1.575.120 s
Licenses and pcmuts ~9.157
lntergovem mene.al revenue 2.265 .3 37 325.276 187.025
Charges for services 2.551.3114 41.97:?
Fi nes 311d forfcuurcs 509,7 13
Special 3Ssessments 275 .658 16.464
Net investment income 424.459 38.:?1.l 3 1.634 258.941 23 .223
Other 345.562 89 .118 1.058 24.80 1 12.295
Total revenues 26.736.477 494.5 90 765.694 2.045.887 51.982
EXl'ENDl11.IRES
Cllftffll
Cenoralro-5 .192.157 95.919 29.620
Public safery 11.775.821 1, .... 7
P'abbc wo,b 3.539.322
Cul-adre=-3,759.047 3ll.43-,l
c.,p,111ouua y 4 .297 .9 11
Debt-........ •30.000 !4.290
·-and -Ii~ clarJeS 125.299 345
Tu--
Towupenduwes 2•.266.347 •33.100 555.299 ,.322.5'6 29.620
EAcess of aevcnss o-(-) upenditura 2.,10.130 61.390 2 10.395 (2.276.659) 22.362
OTIID. nNANClNG SOUJlCES (USES)
Ofler*mc innsfen ,n 2.8'& 36.126 l.11'6.890
0perw,ns innsfen OU! (l.47'.000) (100.000) (2.8'1) (290.715 ) (18.931 )
Transfers from pnmary ro-
T..-r ... 10 -un11s (595.000)
Tow other financ:1111 soun:es(uses l Cl.'7 1.152) (6).174 ) C!.8'1) 961.105 (18.93 1)
EXCESS OF R£VENUES OVEll (UNDER)
EXP£NDITUllES AND O'l1IEll
FINANONC SOl/aCES (USES) 991.971 (1.71<1 ) 207.5'7 Cl.3 15.S~) 1.,11
F\1ND BALANCES · J4NUAllY 1. 7.671.602 70 ()..197 <•90.121) 4 .919.77 1 366.36)
F\1ND IALANCES • DECDaD 31 . s 1.677.51() S 691.713 S (212.51 1) S ).60'.2 17 s 369.79'
The -)'UII -are• -.,al pan of the fiftMClal -·
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(MdM -n (M-Oaly) ..
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Primary c_. 8-tlal ~ ~ -Vnill Eallty Goftrnmmt Entity
1"7 '"' 1997 1996 "" s 22.123.329 s 2.5 10.256 s 24.633 .585 s 20.676 .666 s 23 .291 .253
54 9.157 549.157 499.745 499.745
2.7 77.638 8.950 2.786.588 1.804.46 1 1.8 14.7 11
2.593.356 2.593.356 2.501 .331 2.501.331
509.7 13 509.7 13 455.547 455 .547
292.122 292.122 357 .826 357.826
776.481 56.107 832 .588 720.497 779.326
472.834 1.667 474.501 378 .027 384.467
30.094.630 2.576.980 32.671.6 10 27 .394.100 30 .084 .206
5.3 17 .696 380.188 5.697.884 4 .772.956 •.937.199
11.790.668 11.790.668 10.738 .551 10.738.551
3.539.322 3.539.322 3.550.217 3.550.287
4 .0 81 .4 81 4.08 1.481 4.0I0.375 4.0I0.375
4.297.9 11 4 12.357 4.710.268 2.1 10.954 2.1 10.954
454.290 454.290 458.720 458.720
125 .644 125.644 149.006 149.006
3.35 1.618 3.3 5 1.611 3.265.160
29.607.01 2 4.144.163 33.75 1.1 75 25.860.849 29.290.25 2
487.618 (1.567.113) (1.079.565) 1.53 3.25 1 793.954
1.186.564 1.816 .564 3.577.592 3.577.592
(1.886.564 ) (1,116.564) (4.077.592) (4.077.592)
595.000 595.000
(595.000) (595 .000)
1595.000) 595.000 (500.000) (500.000)
(107.312) (972.113) (1.079.565 ) 1.033.251 293.954
13 .175.105 ( 30.248 . 91M ) (17,073 .119) 12.141 .154 (17.367.143 ) • • s 13.067 .723 s (3 1.'>1.1 77) s (11.15 3.454) s 13 .175.105 S (17.073.119)
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CITY OF ENGLEWOOD, COLORADO
COMJII Nm STATEMENT OF REVENUES. EXPENDITURES AND ENCUMBRANCES.
AND CHANGES IN nJND BALA NCES · BUDGET AND ACTIJAL • BUDGETARY BASIS
ALL BUDGETED PRIMARY GOVERNMENTAL FUND TYPES
FOR THE YEAR ENDED DECEMBER 31 , 1997
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Primary Govern-.
GeMnlhnd Specialll.-........ Variaact Bad&et V ariaact
(.u Favorable (As F1vo,......
REVE NU ES Ammded) Aeblll (l)afavonbk) Ammded) Actual (Ullflvonblol
T:ixc:s S 17.896.120 S 20.090.865 s 2.194.745 s s s
l..lcc.MCs .md pcnm ts 6 16.795 549.157 (67.6 38)
ln ieriow:mmenw 1.384 .857 1.429.36 5 44.508 500.000 325.276 (174 .724)
Cmrges fo r services 2 .486.4 13 2.551.384 64.97 1 51.900 4 1.972 (9 .928)
Fines and forfcuures 461.8 56 509.7 13 47.857
Msessrnenu
lnleteSt on assessments
Nee mvestment income 455.000 424.459 (30.54 1) 24 .000 38 .224 14 .224
Olhcr 363.849 345.562 (1 8 .287) 17 5 .967 89.1 18 (86.849)
T oW revenues 23 .664 .890 25.900.505 2.235.615 751 .867 494.590 (257.277 )
EXP£NDl1lJll£S AND ENCUMBRANCES
Current
General IOYaTIIIICffl 5.504.3 13 4 .947.503 556 .810 390.6 37 95.919 294.7 18
Pubbc safety 11 .299.834 11 .13 8.46 1 161.373 16.000 14 .847 1.153
Public worts 3.597.272 3.583.479 13.793
Culture and recrudon 3.928 .309 3 .722.057 206.252 '30.867 238.796 192.071
Dobl ,ervia,·
Pnnc,pal
lnoerest
Ocher fucal cllarJes
T ocal cxpendmfts and cncumbnnccs 2A.3 29 .728 23.39 1.500 938.228 837 .504 349 .562 487.942
Excess or-....., ow:r (under)
expcndil'Uft:s .ind cncumbnnces (664.838) 2.509.005 3.17 3.843 (85.6 37 ) 145.0 28 230.665
OT1l£ll FINANCING SOllllCES (USES)
Operanna ir.wren '" 2.848 2.848 17.000 36.826 19 .826
()per.lll"I oronsren OUI ( 1.474.000) ( 1.474.000) (100.000) (100.000)
Tow ocher financ,ns 50lll'C:a (UICI) (1.474.000) (1.471.152) 2.848 (13.000) (63.174) 19.826
Excess or revenues over (......,) u pcnd,1111es.
cncurnlnna,s and ocher fu1an1:ina soum,s (uses ) (2.131.838) 1.037.853 3.176.691 (1 68.637 ) 81.854 250.49 1
FUND BALANCES • JANUARY I , 1997 7 .»1.056 7.506.056 616.159 616.159
FU ND IIALANCES • Dl!:CEMUR 31 , 1997 s 5.367.211 1 .543.909 s 3.176 .69 1 $441.lll S 691.713 s 250.49 1
Tho~..,..._.,. inocpal po,1 of dle fi,-ial .._
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Varilace """"' Variance ..
r .. onblo (As F••onble
hqot AClal (Unfp_..) A__,) -(U--)
s •56.600 s 457 .344 744 s 18.3S2.720 s 20.5'8.209 s 2.195.489
616.79S S49.157 (67 .638)
1.884.857 l.7S4.641 (130.216)
2.S38.313 2.593.356 S5.043
461.856 509,713 47.857
142.790 222.752 79 ,962 142.790 222.752 79 ,962
41 .335 52.906 1 I.S71 41.335 S2.906 1 I.S71
3.000 31.634 28.634 482.000 494.317 12.317
I.OSI 1.058 S39.816 435 .738 (104 ,078)
643.725 76S.694 121.969 25.060.482 27 .160.789 2.100.307
S.894.9SO S.043 .422 BSl.528
1 l.31S.134 11.153.308 162.526
3.m.:!72 3.S83.479 13 .793
4.3S9 .176 3.960.853 398.323
440.000 430.000 10.000 440.000 430.000 10.000
114.138 113.94S 193 114 .138 113.94S 193
13.413 1 l .3S4 2.059 13.413 I l .3S4 2.059
S61 .SSI SSS.299 12.252 25.734.713 24.296.361 1.438.422
76.174 210.395 134.211 (674.301) 2.116U28 3.5311.729
17 .000 39.674 22.674
(2.118) (2,848) (30) (1 ,576.111) (1.576.1148) (30)
(2.111) (2.1148) 130) (I.SS9.lll) (1.537.174) 22.644
73,356 207.S47 134.191 (2.234.119) 1.327.254 3.561.373
(490,128 ) (490.128) 7.632.787 7.6)2.717
s (416.n2> s (21:!.581) 134.191 s S.391.661 s 1.960.041 s 3.561.)73
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CITY OF ENGLEWOOD, COLORADO
COMBINED STATEMENT OF REVENUES, EXPENSES AND
CHANGES IN RETAINED EARNINGS
ALL PROPRIETARY FUND 1YPES
FOR 11IE YEAR ENDED DECEMBER 31, 1997
.
•
(WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1996)
Totals
'
Proerietary Fund T~ (Memoralllhun Oalv)
lntenull
OPERA TING REVENUES Eare!J!rise Service 1997 1996
Charges for services s 12.356.160 s 4.811.981 s 17.168.141 s 15.912.919
lntersovemmental 25.873 25.873 28.894
TOia! operating revenues 12.356.160 4.837.854 17 .194 .014 15.941.813
OPERA TING EXPENSES
Direct system operating costs 3.997.191 3.997.191 3.033.460
Joint venture operating expenses 3.112.835 3.112.835 2.973 .170
Insurance claims and premiums 2.775.974 2.775.974 2.444 .395
Cost of goods sold 429.116 429.116 454.753
Personal and administrative services 1.308.768 763 .690 2.072.458 2.021.732
Customer accounting and collection 633.419 633.419 574.073
Commodities and conlJ'aerual services 830.317 423.191 1.253.508 1.482.100
Other 358,171 358,171 306.261
Depreciation 959.277 441.819 1.401.096 1.359.680
T Ola] operating expenses 11.199.978 4.833.790 16.033.768 14.649.624
OPERA TING INCOME 1.156.182 4,064 1,160.246 1.292.189
NONOPERA TING REVENUES (EXPENSES)
Net investment income 1.869.607 190.200 2,059,807 1.984.058
Interest expense (799.038) (799.038) (820.507)
Net loss from joint vCIIIUl'e (1.355.866) (1.355.866) ( 1.009.860)
Gain (loss) on disposition of assets 7 .908 17,213 25,121 33.685
Olher , net 207,702 32.761 240.463 309.434
TOlal nonopcrating revenues (expenses) (69,687) 240.174 170.487 496.810
NET INCOME 1.086.495 244,238 1,330.733 1.788,999
RETAINED EARNINGS· JANUARY I, 26.770,778 2.1 98.550 28.969.328 27.180.329
Alloclldoa ol deprer:let+oe 11.192 II 192
RETAINED EARNINGS· DECEMBER 31, s 27,868.465 s 2.442.788 S 30.311.253 s 28.969,328
The accompanyina noccs are an intesraJ pen of the financial staremcnlS.
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CITY OF ENGLEWOOD, COLORADO
COMBINED STATEMENT OF CASH FLOWS
ALL PROPRIETARY nJND TYPES
FOR THE YEAR ENDED DECEMBER 31, 1997
(Wltlf COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31.1996)
~FadTVI!!!
laternal
CASH FLOWS FROM O PERA TING ACTIVITIES: Enle11M ise Servitt
Cash received from customers $ 12 .454.582 $ 24 .850 ..
Cash received from interfund charges 4 .905.646
Cash payments 10 suppliers for goods and services (7 .177 .107) (3.828.913)
Cash payments to em ployees for services (2.596.711 ) (759.540)
Other cash received 220.68 7 33.1 82
Ne t cash prov uled by operating acuviues 2.901.451 375.225
CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:
Proceeds from loan 15 .1 00.000
Contributed capital 961.207
Proceeds from sale of assets 36.360
Acq uisition and construcuon of capn.al asset> (2.178 .046) (293 .141 )
Acq uisnion and construcaon of joint venture assets (3.624 .074 )
Pnnc1pal paid on long-term debt (1.046.1 66)
Interest paid on long-term debt (733.766 1
Net cash (required) by cap1w and related financing activities 8 .479.155 (256.781 l
CASH FLOWS FROM INVESTING ACTIVITIES:
Net investment income 1.852.999 190.371
Net cash provided by mve51lnl acti viues 1.852 .999 190.371
NET INCD:ASE IN CASH AND C ASH EQUIVALENTS 13.233.605 308.815
CASH AND CASH EQUIV AL£NTS · JANU.utY I , 30.'(15 .752 2.935.883
CASH AND CASH EQUIV AL£NTS , DECDDD 31 , s 43.~29·~27 s 2;j"-m
Ret _W..,nefll......-..-1o ..c ca*.,....... by ......... IICIIYlllel:
Operating income s 1.156.182 s 219.353
Adjusunenrs to reconcile openling income to net cash
prov,ded by operating acbVIIICS:
Depreciation 959.277 44 1.819
Miscellaneous nonopen&ing income 220.687 (182.107)
Changes in asseu and liabilities ·
(Increase) decrease in accounts receivable 34.169 20.192
(Increase) decrease in ocher receivables 13.535
(Increase) decrease in ,nventones (31.351 ) 18 .900 • (Increase) decrease in ocher cUJTent users 25 .475
(Increase) decrease ,n propeny held for resale 425 .287
Increase (decrease) 1n accounts payable 35 .646 (54.101 )
Increase in accrued payroll and related liab1liues 43.7 45 4 .150
Increase in defened revenue 47.614
Increase (decrease) 1n ocher curTCnt liabilities ~3.340) (118.456)
Tow adjusunenrs 1.745.269 155 .172
et cash provided by opcraung ICIIVIIJCS s •. ~1 .451 s ~1a~~ • NO NCASH INVESTING, CAPITAL AND FINANCING ACllVffUS • •
Contnbuuons of fixed usets from aovemment s 559 .621 s 111.628
Loin IUUC COIi> ... thheld by underwnter 192.636
The accompany1n1 11t11a arc an uues,aJ pan of die finanaal llalefflenrs
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... 1997 1996 s 12.479.432 s 10.8Sl.l 28
4.90S .646 5.IS3.S68
( I 1.006.020) (10.446 .121 )
(3.3 56.251) (3 .215 .629)
253.869 261.718
3.276.676 2.604.664
15 .100.000
961.207 2 .049.762
36.360 29.039
(2.471.187) (1.390.366)
(3.624.074 ) (2.000.901 )
(1.046.166) (1.013.828 )
(733.766) (823.186)
8.222.374 (3.149.480)
2.043.370 1.973.757
2.043.370 l.973.7S7
13.542.420 1.428.941
33.341.63S 31.912.694 $ 1Hf4 055 s 33 ·34 1.635
s 1.37S.S3S s 1.292.189
1.401.096 l.3S9.680
38.580 27 1.718
54.361 (66.274)
13.53S (30.764)
(12.4SI) (30.263)
2S .475 (S5 .268)
425 .287 (S03.660)
(18.455) 36.872
47.895 12.531
47.614 42.176
/121.796) 275 .727
1.901.141 l.312.47S
• • $ 3·276·676 $ 2·604 ·Mt
s 678 .249 s 8.860
192.636
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CITY OF ENGLEWOOD, COLORADO
PENSION TRUST FUNDS
COMBINING STATEMENTS OF CHANGES IN PLAN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31 , 1997
(WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31. 1996)
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N-pec:J Voluateer Totals
Ellllllol!!! Police F"anlloten Finfl&hten 1997 1996
Additiom
Contributions:
City $ 454.644 s 262.279 s 160.654 s s 877.577 s 873.021
Plan member 37.621 44.627 82.248 87.702
Total contributions 454.644 299.900 205.281 959.825 960.723
Investment income:
Net appreciation an fair
value of investments 2 .700,623 1.283 ,058 2.275 ,414 85 .040 6 .344.135 3,779,446
Lessinvesunentexpense (1.380) (1.456) (1.456) (74) (4 .366) (3.355)
Net investment income 2.699.243 1.281.602 2.273.958 84.966 6 .3 39.769 3.776.091
Total addiuons 3 .153.887 1..581.502 2.479.239 84.966 7 .299..594 4.736.814
Dedudiom
Benefits 523.145 517.279 611 .779 78.000 1.730.203 1.619.861
Management fees 29.462 8.139 24.888 2.464 64.953 54.664
Total deductions 552.607 525.418 636.667 80.464 1.795.156 1,674..525
Net~ 2.601.280 1.056.084 1.842.572 4.502 5.504 .438 3,062.289
Net -as llNld 1a tn1t ror ,__ ......... .,.....or,_. 16.444,817 7,889.388 12,605.424 622.094 37.561.723 34.499,434
Ellllofyar $19.046.097 $8.945 .472 $14.447.996 $626.596 $43.066.161 $37.561.723
The accompanying norcs are an intqral i-t of lhe financial swements.
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CITY OF ENGLEWOOD, COLORADO
COMPONENT UNIT FUNDS
COMBINING BALANCE SHEET
DECEMBER 31, 1997
(WITH COMPARATIVE TOTALS FOR DECEMBER 31, 1996)
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Totals
EURA EDDA EEF 1997 1996
ASSETS
Cash and investments s 271.136 S 43.813 S I 18 .123 s 433 .072 s 345 .392
Restricted cash and invesunents 318.072 318.072 236.969
Property taxes receivable 424 ,000 1 I 1.000 535.000 572.000
Sales tax recci vable 15.040 15 .040 16.996
Interest receivable 7.094 964 8 .058 5 .065
Due from Oilier governments 1.830 1.830 1.523
Due fTom primary government 35.000 35.000
Other assets 688 688 1.344
Propeny and equipment 476.000 19 .271 412.357 907.628 495 .271
T oral assets S 1.5111342 Sl77.5 66 S 565.480 S 2.254.388 S 1.674.560
LIABILITIES, EQU11Y AND OTHER CREDITS
Liabilities
Accounts payable s 54.887 s 8.989 S 152.623 s 216.499 s 1.966
Accnled payroll and related liabilities 1.301 1.301 1.364
Deferred property tax revenue 424.000 111.000 535,000 572.000
Tax increment debt payable 31.8 1.-.137 31.815.137 30.852.953
Tora! liabilities 32.294.024 121.290 152.623 32.567.937 31.428.283
Equity and ocher credits:
lnvesttnent in general fixed assets 476,000 19.271 412.357 907.628 495.271
Fund Balances (Deficit):
Reserved for debt service 318.072 318.072 236.969
Reserved for emeraencies 3,873 3,873 4.150
unreserved:
Des111111Cd for subsequent year's
expenditures 2.601 29.895 32.496 61.085
Undes11naied (31..579.355) 3.237 soo !31..575.618) (30.551.198)
T Ola! equity ( deficit) and odler credits !30,782.682) 56.276 412.857 !30,313..549! (29.753 .723 )
Tow liabilities . equity and ocher credits S 1.511.342 Jin.~ !~1411!! S 2.254.388 S 1.674.560
1be accompanyia1 IIClleS are an illlepal pan of the financial mremena.
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CITY OF ENGLEWOOD, COLORADO
COMPONENT UNIT FUNDS
COMBINING STATEMENT OF REVENUES, EXPENDITIJRES
AND CHANGES IN FUND BALANCES
FOR THE YEAR ENDED DECEMBER 31, 1997
(WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1996)
Totals ..
EURA EDDA EEF 1997 1"6
REVENUES
Taxes s 2.394.796 S115.460 s s 2.510.256 s 2,614.587
lntergovemmenlal revenue 8.950 8.950 10.250
Net investment income 51.574 4.533 56.107 58,829
Other 1.667 1.667 6 .440
Tow revenues 2.446.370 130.610 2.576.980 2.690.106
EXPENDITURES
Current :
General government 31.429 166.616 182.143 380.188 164 ,243
Debt service :
Tax increment debt 3.351 .618 3.351.618 3.265.160
Capilal outlay 412.357 412.357
Tow expenditures 3.383.047 166.616 594.500 3.731.806 3.429.403
Excess revenues over (under )
expenditures (936.677) (36,006) (594.500) (1.567.183 ) (739.297 )
OTHER FINANCING SOURCES
Transfers from
primary government 595.000 595.000
Excess revenues and other financing
sources over (under) expendiNRS (936,677 ) (36.006) 500 (972.183) (739.297)
FUND BALANCES (DEFICIT) ·
JANUARY 1, (30.322,005 ) 73.011 (30.248.994 ) (29,509.697 )
FUND BALANCES (DEFICIT) •
DECEMBER 31, S (31.258.682) S 37 .005 s 500 S<3 l ,221. l 77) S (30.248.994 )
The acc:ompanyin1 noi.es are an i111epal pan of the financial swcmems. ,,.
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CITY OF ENGLEWOOD, COLORADO
Notes to the Financial Statements
December 31, 1997
Note I. Summary or Significant Accounting Policies
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The accounting policies of the City conform to generally accepted accounting principles as applicable
to governments in accordance with those promulgated by the Governmental Accounting Standards
Board (GASB). The following is a summary of the more significant policies.
A. Reporting Entity
The City follows GASB accounting pronouncements that provide guidance for determining which
governmental activities, organizations and functions should be included within the financial reponing
entity. GASB pronouncements set forth the financial accountability of a governmental organization 's
elected governing body as the basic criterion for including a possible component governmental
organization in a primary government's legal entity . Financial accountability includes. but is not
limited to. appointment of a voting majority of the organization's governing body. ability to impose its
will on the organization, a potential for the organization to provide specific financial benefits or
burdens and fiscal dependency.
The City of Englewood is a municipal corporation governed by an elected seven-member council. As
required by generally accepted accounting principles (GAAP), these financial statements present the
City of Englewood (the primary government) and its component units . The component units, the
Englewood Downtown Development Authority (EDDA). the Englewood Urban Renewal Authority
(EURA) and the Englewood Environmental Foundation. Inc . (EEF) are discretely reponed in a
separate column to emphasize that they are legally separate from the City . Each discretely presented
component unit has a December 31 year-end . Complete financial swements for the EDDA and
EURA may be obtained from the City·s Department of Financial Services . Separate financial
statements are not prepared for the EEF.
The EDDA was created by ordinance passed by City Council on October 16, 1978, under
authorization of State Statutes. The purpose of the EDDA is to prevent deterioration of propeny
values within the central business district of the City through proffl()(ion of its development and
redevelopment . The EDDA is included in the City's financial statements because the City Council
appoints all board members, approves their budgets and levies their taxes .
The EURA was created by resolution passed September 18. 1972. by the Englewood City Council
under authorization of State Statutes . The purpose of the EURA is to acquire and develop or
redevelop cenain blighted areas in the City to maintain the public welfare. The EURA is included in
the City's financial swements because the City Council appoints all board members and its tax
increment financing is prima facie evidence of financial accountability .
The EEF, a nonprofit corporation, was established under authorization of the Colorado Nonprofit
Corporation Act. The purpose of the EEF includes, but is not limited to, taking title to cenain land
and improvements which is pan of the Cinderella City Shopping Center redevelopment project and
performing or arranging for the performance of cenain environmental remediation services with
respect to the propeny . The City appoints the EEF Board members .
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8. Measurement Focus, Basis of Accounting and Basis of Presentation
The accounts of the City are organized and operated on the basis of funds and account groups. A fund
is an independent fiscal and accounting entity with a self-balancing set of accounts . Fund accounting
segregates funds according to their intended purpose and is used to aid management in demonstrating
compliance with finance-related legal and contractual provisions . The minimum number of funds arc
maintained consistent with legal and managerial requirements . Account groups are a rcponing device
to account for ccnain assets and liabilities of the governmental funds not recorded directly in those
funds .
The City has the following fund types and account groups :
Go"emwttntalfunds arc used to account for the City's general government activities. Governmental
fund types use the flow of current financial resources measurement focus and the modified accrual
basis of accounting. Under the modified accrual basis of accounting revenues are recognized when
susceptible to accrual (i.e ., when they are "measurable and available"'). "Measurable'· means the
amount of the transaction can be determined and "available"' means collectible within the current
period or soon cnouglt thereafter to pay liabilities of the current period . The City considers all
revenues available if they arc collected within 60 days after year end . Expenditures arc recorded
when the related fund liability is incurred, except for unmatured interest on general long-term debt
which is recognized when due, and cenain compensated absences and claims and judgments which
arc recognized when the obligations are expected to be liquidated with expendable financial
resources. The component units have governmental fund types which follow the modified accrual
basis of accounting.
Propcny taxes, sales and use taxes, franchise taxes and inrerest are susceptible to accrual . Other
receipts and taxes become measurable and available when cash is received by the City and arc
recognized as revenue at that time .
Governmental funds include the following fund types :
The ge"ual fimd is the City· s primary operating fund . It accounts for all financial resources of the
general government. except those required to be accounted for in another fund .
The s~cial reve"'u funds account for the proceeds of specific revenue sources, including the activity
related to the proceeds from the seizure of contraband, that arc legally restricted for specific purposes
(other than special assessments. expendable trusts or major capital projects).
The debr service/lUlds account for the servicing of general long-term debt not being financed by
proprietary funds .
The capital projects fwuis account for the acquisition or construction of major capital facilities not
being financed by proprietary fund types or fiduciary fund types.
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Proprietary funds are accounted for on the flow of economic resources measurement focus and use
the accrual basis of accounting. Under this method. revenues are recorded when earned and expenses
are recorded at the time the liabilities are incurred. The City has elected to follow Governmental
Accounting Standards Board (GASB) pronouncements . Therefore, statements issued by the Financial
Accounting Standards Board (FASB) after November 30. 1989 are not applied.
Proprietary funds include the following fund types:
Enterprise funds are used to account for operations that : (a ) are financed and operated in a manner
similar to private business enterprises where the intent of the governing body is that the costs
(expenses, including depreciation) of providing goods or services to the general public on a
continuing basis be financed or recovered primarily through user charges. or (b) where the City
Council has decided that periodic determination of revenue earned, expenses incurred and/or net
income is appropriate for capital maintenance, public policy, management controls, accountability or
other purposes.
lnumal serviufunds are used to account for the financing of goods or services provided by one
department or agency to other departments or agencies of the City on a cost-reimbursement basis .
Fuu,ciary futuls account for assets held by the City in a trustee capacity or as an agent on behalf of
others . Trust funds account for assets held by the City under the terms of a formal trust agreement.
The pension rrusr funds are accounted for in essentially the same manner as the proprietary funds ,
using the same measurement focus and basis of accounting. The pension trust funds account for the
Police and the Firefighter's Pension Funds and the Non~mergency Employees' Retirement Funds
handled by the City in a trus1ee capacity . Plan member contributions are recognized in the period in
which the contributions are due . Employer contributions to each plan are recognized when due and
the employer has made a formal conunitment to provide the contributions. Benefits and refunds are
recognized when due and payable in accordance with the terms of each plan. As described in Note
IO. substantially all of the City's employees are covered under these plans, or under the plan operated
by the State of Colorado.
The apendable rrusrfunds are accounted for in essentially the same manner as governmental fund
types. using the same measurement focus and basis of accounting. Expendable trust funds account for
assets held by the City in a trustee capacity where principal and income may be spent.
The agency funds are custodial in nature and do not present results of operations or have a
measurement focus . Agency funds are accounted for on the modified accrual basis of accounting. The
funds are used to account for assets held by the City as an agent for individuals. pnvaae organizations.
and other governmental units .
Acco,,111 Groups. The general fixed assets accolUll group is used to account for fixed assets not
accounted for in proprietary or trust funds . The general long-term tkbr gro,q, is used 10 account for
general long-term debt and certain other liabilities that are not specific liabilities of proprietary or
trust funds .
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C. Assets, Liabilities and Equity
1. Deposits and investments
Except for certain EURA funds, and when required by trust or other agreements, the operating cash in
each fund is combined and invested to the extent available in governmental obligations or cash
equivalents. Net investment earnings from the combined investments are allocated monthly to each
fund based on month-end balances of cash and investments.
As a home rule City, the City may adopt a list of acceptable investment instruments differing from
those outlined in state statutes. The City's investment policy authorizes investment in the following :
• U.S . Treasury Obligations (T-Bills, T-Notes, T-Bonds)
• U.S . Treasury Strips (book-entry U.S . Treasury securities whose coupon has been removed)
• Federal Instrumentalities-Debentures, Discount Notes, Medium Term Notes or Callable Securities
issued by the following only : Federal National Mortgage Association, Federal Home Loan Bank.
Federal Home Loan Mortgage Corporation. Federal Farm Credit Banks and Student Loan Marketing
Association
• Repurchase agreements with a termination date of 90 days or less utilizing U .S . Treasury and Federal
Agency Securities listed in the items above, collateralized utilizing securities having a minimum
market value of I 02 percent of the dollar value of the transaction with the accrued interest
accumulated on the collateral included in the calculation . Repurchase agreements are entered into
only with dealers who: I ) are recognized as primary reporting dealers with the Market Reports
Division of the Federal Reserve Board of New York, and 2) have an executed, City approved Master
Repurchase Agreement . Collateral (purchased securities) shall be held by the City's custodian bank
as safekeeping agent, and the market value of the collateral securities shall be marked-to-the-market
daily based on the bid price for the previous day as reponed in the WaU Street Journal.
• Reverse Repurchase Agreements with a maturity of 90 days or less executed only against securities
owned by the City and collarerali= by at least the same type of security reversed.
• Colorado Local Government Liquid Asset Trust (COLOTRUST). COLOTRUST is an investment
vehicle established for local governmental entities in Colorado to pool surplus funds . Investments of
COLOTRUST consist of U .S . Treasury Bills, notes and note strips and repurchase agreements
collateralized by U .S . Treasury Securities. COLOTRUST operates similarly to a money market fund
and each share is equal in value to $1 .00.
• Pnme Bankers Accepunce with a maturity of six months or less issued on domestic banks or branches
or foreign banks domiciled in the U.S . and operating under U .S . banking laws . Accepting banks must
have a senior debt rating of A -1 by Moodys and/or A+ by Standard and Poors.
• Pnme Commercial Paper wuh a maturity of 180 days or less which. at the time of purchase, is rated at
least :
A -1 + by Standard and Poors
P-1 by Moodys
D-1 + by Duff and Phelps
• Money Market Mutual Funds registered under the Investment Company Act of 1940 which are "no
load" (i.e . no commission fee shall be charged on purchases or sales of shares); have a constant daily
net asset value per share of $1 .00: limit assets of the fund to securities which are authorized by this
Investment Policy; have a maximum stated maturity in accordance with Federal Securities Regulation
2A-7 ; and have a rating of AAA by Standard and Poors or AAAm by Moodys .
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During the year ended December 31 , 1997, the City adopted GASB Statement No . 31 -Accounting
and Financial Reporting for Certain lnvestmenls and for External Investment Pools which essentially
requires investments to be recorded at fair value instead of amortized cost. The implementation of
GASB Statement No. 31 does not affect the comparability of prior period amounts since the impact
was not material. At December 31, 1997 investments are reported at fair value. based on quoted
market prices on that date.
Assets of the Pension Trust Funds and deferred compensation plan may be invested in publicly-traded
common and preferred stocks, convertible bonds and preferred stocks, and fixed income securities .
Plan investments are reported at fair value . Securites traded on national exchanges are valued at the
last reported sales price . Investments that do not have an established market are reported at their
estimated fair values.
For purposes of the statement of cash flows , the City considers cash deposits and highly liquid
investments (including restricted assets) with a maturity of three months or less when purchased to be
cash equivalents. All of the City's Enterprise and Internal Service fund investments are considered
cash equivalents for purposes of the statement of cash flows .
2. Receivabks and Payables
Transactions between funds that are represenwive of lending/borrowing arrangements outstanding at
the end of the fiscal year are referred to as ''due to/from other funds" and "advances to/from other
funds ."
Advances between funds are offset by a fund balance reserve account in applicable governmental
funds to indica1e they are not available for appropriation and are IIOl expendable financial resources .
Property taxes are levied by December 15 of each year and are due in full the following year. The
lien dale is January I following the levy . Taxes may be paid in two equal installments, on or before
February 28 and June 15; or in full, on or before April 30. Delinquent taxpayers are notified in
August and generally sales of the tax liens on delinquent properties are held in November or
December. Property taxes are collected by Arapahoe County and then remitted. net of a I~
collection fee, to the City. Taxes are recorded as a receivable and deferred revenue when levied. and
subsequently recorded as revenue in the year they are available or collected.
3. /11Hlfl0rin
Inventories are valued at cost using the first-in/fim-out (FIFO). The costs of governmental fund-type
inventories are recorded as expenditures when purchased .
Certain cash and investments of the General fund are restricted because their use is restricted by grant
agreements .
Cash and investments held in trust at December 31, 1997 are restricted for capital improvements in
accordance with the Colorado Wa1er Resources and Power Development Authority Loan Apeement.
Additionally. the loan agreement requires that a three-month operating reserve be maintained by the
Water fund . Cash and investments have been restricted for this purpose.
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Certain cash and investments of lhe Sewer enterprise fund are restricted under the terms of the joint
venture agreement with the City of Littleton. Colorado, which requires the City to maintain separate
funds restricted for capital repairs and replacement at the Linleton/Englewood Wastewater Treatment
Plant.
Certain cash and investments of the Golf Course enterprise fund set aside for the repayment of lhe
1994 Golf Course Revenue Bonds are classified as restricted cash and investments on lhe balance
sheet because their use is limited by applicable bond covenants. The "Revenue Bond Reserve
Account" is used 10 repon resources sec aside 10 subsidize po1en1ial fu1ure deficiencies from 1he golf
course's operalions that could adversely affect debt service paymenls .
Additionally, certain cash and inves1ments of 1he EURA are held by a 101stee for the benefit of
bondholders and are classified as res1ricted cash and inves1ments on the balance sheel.
The balances of the City's reslricled cash accounts are as follows :
Description
Unspent grant funds
Loan construction account
Operations and maintenance reserve fund
Capital replacemenl
Revenue bond reserve accoun1
Total propriewy funds
Total primary governmenl
Tax increment bond account
Total reponing entity
5. Find Assen
Fund
General
Water
Water
Sewer
Golf
EURA
Amount
s 28.107
13,581.357
993,000
1,000,000
~~00
1~278,8~7
16,006,964
ml,Q72
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The accounting and reporting treatment applied to fixed assets and long-term liabilities associaled
with a fund are determined by the measurement focus of the fund type .
Governmental funds focus on spending. Accordingly, fixed assets currently purchased or constructed
for general governmental purposes are recorded as expenditures in the governmental fund types and
recorded as asse1s in the General Fixed Assets Account Group. Certain fixed assets, including roads ,
bridges , curbs and guners, streets and sidewalks. and lighting systems are not capitaliu:d as such
assets are immovable and of value only to the City. The City currently capitalizes fixed asset
expenditures tha1 cost over $500 and have a life of one year of more .
Proprietary fund types focus on capital maintenance . Accordingly, property, plant and equipment are
recorded in the fund that acquires such assets and long-term liabilities are recorded in the fund that
expects 10 finance such liabilities.
All fixed asse1s are stated al cost or at estimated historical cost if actual historical cost is not
available . Donated fixed assets other than infrastructure are valued at their estimated fair market
value a1 the time received. The cost of maintenance and repairs are charpd to operations as incurred
and improvements are capitaliu:d.
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No depreciation is provided on general fixed assets . Depreciation of property, plant and equipment
owned by the proprietary fund types is computed using the straight-line method over the estimated
useful lives of the assets, which are as follows:
Buildings
Water distribution and sewage collection systems
Water and sewage treatment plants
Raw water service and treated water storage facilities
Vehicles. machinery and equipment
50 years
50 years
50 years
15-50 years
2-25 years
Upon retirement or other disposition of general fixed assets, the cost is removed from the General
Fixed Assets Account Group. Upon retirement or other disposition of fixed assets owned by the
proprietary fund types, the cost and related accumulated depreciation are removed from the respective
fund's accounts and any gains or losses are included in the respective fund's current operations.
6. Contributed Capital
Tap fees are recorded as contributed capital when received. Assets contributed to the City by other
entities are recorded as contributed capital and additions to fixed assets at the other entities· cost.
Depreciation relating to contributed assets is transferred from retained earnings 10 contributed capital .
7. Co,npensated Absences
It is the City's policy to pennit employees to accumulate earned but unused vacation pay benefits.
Vacation pay is accrued when incurred in proprietary funds and reported as a fund liability. Vaca11on
pay that is expected to be liquidaled with e~le available financial resources is reponed as an
expenditure and a fund liability of the governmental fund that will pay for it . Amounts not expected
to be liquidated with expendable available financial resources are reponed in the general long-term
account group. No expenditure is reported for these amounts.
Property and Liability
The City is exposed to various risks of loss relaaed to tons ; thefts of. damage to and destruction of
assets ; errors or omissions ; injuries to employees ; and natural disasters.
In order to reduce insurance costs, the City elected to be self-insured for property, liability and
workers' compensation claims below SS0.000. $100,000 and $100,000. respectively . The City
established a Risk Management Fund (an internal service fund) to account for and finance these risks
of loss . For claims in e11.cess of these amounts. the City participates in the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) (See Noce 13). In the past three years, there has
been one claim that has exceeded this coverage. All funds of the City panicipate in the Risk
Management Self-Insurance Fund. Amounts payable to the Risk Management Fund are based on
historical claims experience. A liability for a claim is established if infonnation indica&es that it is
probable that a liability has been incurred al the date of the financial statements and the amount of the
loss is reasonably estimated.
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Employee Health Care
The health self-insurance program began in 1974 for the purpose of self-insuring a ponion of the
Ci1y ·s employee benefit program (i.e ., basic medical, long-term disability and dental). The City
established an Employee Benefits Fund (an internal service fund) to account for and finance these
risks of loss . On January I , 1997, however, the City determined that self-insuring for medical
benefits was not financially beneficial and is now fully insured for employee medical benefits. Long-
term disability claims are also commercially insured. In the past three years prior to switching to full
insurance. there has been one claim that exceeded stop loss insurance limits. Dental coverage is
entirely self-insured and risk is limited to $1,000 per covered employee and each eligible dependent
per year. All funds of the City participate in the Employee Benefits Fund. Amounts payable to the
Employee Benefits Fund are based on historical claims experience. A liability for a claim is
established if information indicates that it is probable that a liability has been incurred at the date of
the financial statements and the amount of the loss is reasonably estimated .
9. Long-term Obligations
The City reports long-term debt of governmental funds at face value in the general long-term debt
account group. Certain other governmental fund obligations not expected to be financed with current
available financial resources are also reported in the general long-term debt account group . Long-
term debt and other obligations financed by proprietary funds are reponed as liabilities in the
appropriate funds .
For governmental fund types. issuance costs are recognized during the current period . Bond proceeds
are reponed as an other financing source. Issuance costs, even if withheld from the actual new
proceeds received, are reponed as debt service expenditures . For proprietary fund types. issuance
costs are deferred and arnonized over the life of the debt using the effective interest method . Issuance
costs are reported as deferred charges.
JO. Fulltl Equity
Reserves are used to segregate ponions of fund balance or retained earnings which are not
appropriable for future expenditure or which are legally restricted for a specific future use.
Designations are established to indicate tenwive plans for financial resource utilization in a future
period . Designaaed amounts may be used to finance expenditures other than those tentalively
planned .
The City considers all unreserved fund balances to be "reserves " for future operations or capital
replacement as defined within Anicle X, Section 20 of the Constitution of the State of Colorado (see
Note 14 ).
The principal reserves in the accompanying financial swements at December 31, 1997 are as follows :
Resen• for E11e....,.,,.es
Amounts reserved for encumbrances are commitments for materials and services on purchase orders
and contracts which have not been completed as of year end.
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Reserve for Park and Recreation
The amount reserved for park and recreation represents the unencumbered ponion of the fund balance
of the Conservation Trust (State Lonery) Fund. which is legally restricted for park and recreation
purposes .
Reserve for llllerfund Ad11ances
Amounts reserved for interfund advances represent amounts loaned to other funds that will not be
repaid in the current period, and is reserved to indicate that this ponion of fund balance is not
available for appropriation .
Reserve for Debt Service
The reserve for debt service represents the ponion of fund balance which is legally restricted to
payment of principal and interest on long-term debt maturing in future years.
Reserve for Employees' Pension BetNjw
The reserve for employees' retirement represents the amounts held in trust for payment of benefits to
panicipants in the pension plan and their qualified dependents . (See the Schedule of Funding
Progress presented as required supplementary information immediately following these notes to the
financial statements.)
Reserve for E,,..rrenews
Emergency Reserves have been provided for as required by Anicle X, Section 20 of the Constitution
of the State of Colorado (see NOie 14).
Details of the reserved fund balances are as follows :
Special .,. c..-. T..-ad
c.--al .._ Senice ,,.._ ~ c ... -•• , .. ...... ...... , ... ,... Ulllkl TolPII
Reserved for encumbrances s 133.67 1 s s S 532.4" s s s 666 .1 15
Reserved for put<
and =reation 355 .729 355.729
Reserved for advance. ,53,901 15.316 '69.223
Reserved for debt service 178 .07' 3.704 318.072 '99.850
Reserved for employees'
pemion benefits ,3.066.161 ,3.066 .16 1
Reserved for emeraencies 812.000 3.873 815 .873
s 1.399.578 S 355 .729 $ 178.074 S 547 .760 s ,3.069.865 s 321.9'5 s ,5.872 .951
Designated Fund Balance
The amount classified as "designated for subsequent year's expenditures" at December 31, 1997,
represents the amount appropriated for use in the budget for the year ending December 31. 1998.
11. M•morruuhun Only • T""'1 Coh,•111
Total columns on the general purpose financial statements are captioned as "memorandum only " to
indicate that they are presented only to faciliwe financial analysis. Data in these columns do not
present financial position. results of operaiions or cash nows in conformity with generally accepted
accounting principles, nor is suc h data comparable to a consolidation. lnterfund eliminations have not
been made in the aggregation of this data .
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12. Comparative Dala/Reclassijicalions
Comparative total data for the prior year have been presented in selected sections of the
accompanying financial statements in order to provide an understanding of the changes in the City's
financial position and operations. Complete comparative data (i.e ., presentation of prior year totals by
fund type) have not been presented in each of the financial statements since their inclusion would
malce the statements unduly complex and difficult to read . Also. cenain amounts presented in the
prior year data have been reclassified where appropriate to conform with the current year's
presentation.
Note 2. Stewardship. Compljapce and Accountability
A. Budgetary lnfonnadon
The City adopts an annual budget in November of each year effective for the following calendar year
for each of its funds, except for the capital projects funds. Project-length budgets are adopted for all
capital projects funds . 1be unencumbered appropriation balance (appropriation including prior year
encumbrances less current year expenditures) lapses at year end with the exception of the capital
projects funds . Appropriations for construetion of permanent improvements within the capital
projects funds do not lapse until the purpose for which the appropriation was made is completed or
abandoned. Budgets are prepared on the same basis as that used for accounting purposes except that
the budget includes encumbrances and expenditures for debt service and capital maintenance, and
excludes depreciation on property. plant and equipment.
Approval of the City Council is required for budget revisions, except that the City Manager may
transfer any unencumbered approprialion from one expenditure classification to another for the same
fund or agency . In the General Fund. the City Manqer may aansfer the unencumbered appropriation
balance from one expendi111re classification to another only within the following deplnments:
legislative and counsel, administration, financial services, comrnmity development. public works,
recrearion and public safety .
Individual budgetary comparisons in the accompanying combined financial stuements are presented
at the level of control considered necessary to identify any lepl violations and ll a level in the
individual fund statements to facilitate more detailed financial analysis .
Budgeted amounts are as originally adopled and amended by the City Council ll various times during
the year. 1be effect of these amendments are sununarized below:
Oripaal Total Rmaed
Buqet ReviliNs Budaet
General Fund s 23,972,328 s 1,831,400 s 25.803,728
Special Revenue Funds 577,504 360,000 937,504
Enterprise Funds 31,039,021 27,000 31,066,021
Internal Service Funds 5,333 ,637 455,954 5,789,591
Fiduciary Funds 2,323,667 22,000 2,345,667
1be above figures show the total amounts budgeted as expenditures/expenses and ocher financing
uses/operating transfers out.
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Encumbrance accounting is employed by the governmental funds for budgetary purposes . Under this
method. purchase orders. contracts and other commitments for future expenditure of funds are
reponed as reserva1ions of fund balances based on the encumbered appropriaiion authori1y carried
over and do no1 constilute expendi!ures or liabilities.
8. Budget/GAAP Reconciliation
Budge1ed expenditures include encumbrances. The balances in the actual column in the
accompanying Combined Statement of Revenues, Expenditures and Encumbrances, and Changes in
Fund Balances • Budget and Actual -Budgetary Basis differ from expenditures reponed in 1he
Combined S1atement of Revenues, Expendiiures and Changes in Fund Balances . Encumbrances are
included for budget comparison . Actual revenues and expenditures in this statement reflect changes
in the unreserved ponion of fund balance, except for !he Debt Service Fund whose fund balance is
considered fully reserved .
Following is a reconciliaiion of the annual budge!, as amended, to actual revenues and expenditures
included in the accompanying financial sta1ements for the annually budgeted govemmen1al fund
1ypes:
Special Debt
General Revenue Service
Fund Funds Funds
Revenues, GAAP basis $ 26,736,477 $ 494,590 $ 765.694
Deduct:
On·behalf payments made by the
Swe of Colorado to the Statewide
Death and Disability Plan for police
officers and firefighters (585,500)
Federal grants passed through to
separa&e entity (250.472}
Revenues, budgetary basis s 25 ,900 ,505 s 494 ::590 s 765 ,694
Expendiiures. GAAP basis $ 24,266,347 s 433,200 s 555,299
Add :
Encumbered in 1997 133 ,671
Deduct:
Paymen1s on prior year's encumbrance~ (172,546) (83,638)
On·behalf paymen1s (585,500)
Federal pass-through grants (250.472}
Expendiiures. budgetary basis s i~·~21·~ s W::5 6i s 555,222
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C. Deficit Fund Equity
Some of the City's debt service funds : Paving District No . 35 , Paving District No . 36, the Englewood
Commerce and Industrial Center, Concrete Replacement District 1992 and Concrete Replacement
District 1995 have deficit fund balances in the amounts of $283.877. $14.258, $87.188, $19,022 and
$57,449, respectively, as financing for construction was provided by long-term advances from the
General and Public Improvement Funds. Property assessments will be recognized as revenue when
received, which will eliminate the deficit fund balances.
Additionally, the Central Services Fund, an internal service fund, has a deficit retained earnings in the
amount of $26,587 . The deficit will be reduced with future interdepanrnental billings .
Note 3. Deposits and Investments
The City maintains a cash and investment pool that is available for use by all funds . Each fund type's
portion of this pool is displayed on the combined balance sheet as "Cash and investments ". Cash and
investments of the pension funds, the deferred compensation plan, EEF and certain investments of the
EURA are held separately from those of other City funds .
Deposits
The Colorado Public Deposit Prolection Act (POPA) requires that all units of local government
deposit cash in eligible public depositories. Eligibility is determined by state regulators . Amounts on
deposit in excess of federal insurance levels must be collateralized. The eligible collateral is
determined by the POPA. POPA allows the institution to create a single collaleral pool for all public
funds . The pool for all the uninsured public deposits as a group is to be maintained by another
institution or held in trust. The market value of the collaaeral must be at least equal to the aggregate
uninsured deposits . The institution's internal records identify the collateral by depositor and as such.
these deposits are considered to be uninsured but collaleralized. The Stare Regulatory Conunissions
for banks and financial services are requimi by S1alUtC to monitor the naming of eligible depositories
and reporting of the uninsured deposits and assets maintained in the collaleral pools.
At December 31. 1997. the City's (reporting entity) carrying amount of deposits was S(l.208.569) and
the bank balance was $447.252. Of the bank balance, $300.000 was covered by federal depository
insurance or by collateral held by the City· s name . The remaining balance of S 147,252 was
collaaeralized with securities held by the pledging financial institution 's trust depanment or agent in
the City's name .
Investments are categorized into three categories of credit risk:
( 1) Insured or registered, or securities held by the City or its agent in the City's name .
(2) Uninsured and unregistered for which the securities are held in a custodial account, in the
counterpany's trust depanment in the City's name .
(3) Uninsured and unregistered for which the securities are held by the counterpany, or by its trust
depanment or agent but not in the City's name .
Investments in local government investment pools or in money market funds are not calegorized
because they are not evidenced by securities that exist in physical or book entry form.
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At year end. the City's (reporting entity) investment balances were as follows :
Repurchase agreements
Supponcd by collatalll ,ecunties
with a marltcl value of S26.806 .244
U .S . Government agencies
and insuuments
[ Category
2
S 22.781.356 S
3 ]
s
Commercial paper
31.998,379
4 .487 .014 s 59.266.749 .. s,... __ .. s.,.. __ _
Investment in Dodge & Cox Mutual Funds
Investment in Colorado Fire & Police Pension Association
Investment in International City Managers Retirement corporation (457 plan)
Investment in Federated
Government Obligations Fund
Investment in COLOTRUST investment pool
Total investments
s
s
Fair
Y*
22.781.356
31 .998 .3 79
4 ,487 .014
59.266.749
42,444.003
626.593
9 ,692.260
318.072
1.632.988
113.980.665
Deposits and investments as reported at December 31, 1997 , are sununarized below :
s (1 ,208,569)
Deposits 113.980.665
Investments s 112.772.096
Cash and investments s 96,447.060
Resaicted cash and investments 16.325.036
s 112. 772.096
Due to/from otlur furuls and COlflPOMnl Unia:
The following balances at December 31, 1997 represent due from/to balances among all funds :
B,ecejvable Fund
General
bxfb\eFund
Community Development
Park &. Recreation Trust
Total
EEF (Component Unit) Capital Projects
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\3.528
$ )8981
$ 35 QOO
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Advances to/from other funds:
Several special improvement districts have been financed by advances from other funds of the City .
The initial advance is recorded in a capital projects fund until such time as the project is completed
and propeny owners are assessed their ponion of the improvements . At that time. the capital projects
fund is closed and the advance is transferred to a debt service fund . Repayment to the other funds is
made as assessments and interest are collected from propeny owners . The composition of interfund
advances as of December 31, 1997. is as follows :
Recejv1!zl~ [!!!!!I bl:•!zle [!!!!!I YH!!1Dl
General Commerce and Industrial Center $ 88.017
General Concrete Replacement District 1992 20.298
General Concrete Replacement District 1995 59,270
General Paving District No . 35 286.322
453.907
Public Improvement Paving District No . 36 15.316
$ 469,223
N!df ~-Prooem: tl1ot Awl i:;!H!il!meot
A summary of changes in general fixed assets follows :
J-uary 1, December 31,
1997 Addi~ Deletions 1997
Primary government:
Land and land improvements $ 8,035 ,114 $ s (45,251) $ 7.989.863
Buildings 6,650,797 777.056 7,427,853
Other improvements l,OTI,149 544,502 (26,657) 1.594.994
Equipment 3,629,910 97~643 !127.892) 4 .474,661
Total 19,3~970 2.294~1 (199,800} 21.487,371
Component units :
EURA 476,000 476,000
EDDA 19,2 71 19,271
EEF 412,357 412.357
Total 495,271 412,357 907,628
s 121Hl1a4 1 s ai7gsjJa s 1122.~l s ... ~~.m
The EURA general fixed assets represent the Acoma parking lot (approximately 1.7 acres). The
general fixed assets of the EDDA consist of office equipment. Assets of the EEF consist of land
acquired during 1997 .
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The following is a summary of proprietary fund rype fixed assets at December 31 , 1997 :
Internal
Distribution and collection systems
Plant and buildings
Raw water and treated water service faciliue
Raw water storage facilities
Equipment and other
Less : accumulated depreciation
Construction in progress
Land
Total property, plant and equipment
Note 7. Long-term Debt
A detail of the City's long-term debt is as follows:
General Obligation Bonds
s
Enterprise
Fuads
19.404 .816
10 .840 .172
6 .327.568
3.868 .408
3.7 49.502
44.190 ,466
(13 .992.643)
30.197 ,823
1,814,187
7.928.879
$ 39.940.889
Service
Funds
s
650.842
4.360.532
5.011.374
(3.366.245 )
1,645 ,129
s 1.645.129
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$3,340.000 General Obligation Refunding Bonds, Series 1994A, (Community Center) dated April 15 ,
1994, due annually in varying amounts through December l, 2002, with interest payable semi-
annually at rates ranging from 2.90% to 4 .80%. The bonds are rated "A" by Standard & Poor's and
are not callable .
$1 ,475,000 Taxable General Obligation Water Refunding Bonds. Series l994B. dated April 15, 1994.
due annually in varying amounts through June l, 1997. with interest payable semi-annually at rates
ranging from 4 .90% to 6.00%. The bonds are rated "A" by Standard & Poor's and are not callable .
Revenue Bonds
$4 ,045,000 Golf Course Revenue Bonds, Series 1994, dated March 15, 1994. consisting of serial
bonds in the original amount of $2,500.000 due annually in varying amounts through December I,
2009 . and term bonds in the original amount of $1,545,000 due on December I. 2013 . Such term
bonds are subject to mandatory sinking fund redemption commencing on December I , 2010. Interest
is payable semi-annually at rates ranging from 3 .00% to 5.60%. Bonds maturing on or after
December I , 2005, are callable at par in any order of maturity on December I. 2004 . The bonds are
rated "Baa" by Moody's.
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Special Assessment Bonds with Govemmen:al Commjtm(nt
These issue s arc serviced by special assessments to be levied against real propeny in the City which is
s pecificall y benefited by the improvements. The City Charter requires that, whenever four-fifths of
the bonds have been paid and canceled and for any reason the remaining assessments arc not paid in
time to pay the remaining bonds and there is not sufficient money in the special surplus and
deficiency fund , then the City is to pay the bonds when due and reimburse itself by collecting the
unpaid assessments.
$705 ,000 Paving District No. 33 Special Assessment Bonds dated July I. 1989. The bonds are due
August I, 2000, with interest at 6.85% to 7 . I 0%. Bonds of this issue arc callable at par on any
interest payment date in numerical order.
$370,000 Paving District No . 34 Special Assessment Bonds dated August 15, 1991 . The bonds arc
due August I, 2002, with interest at 6 .20% to 7.25%. Bonds of this issue are callable at par on any
interest payment date in numerical order.
Loan Payable -Colorado Water Rqourw and Power Development Authority <CWR&PDA I
S12 ,750,000 Loan Payable dated November 15, 1990, due quanerly in varying amounts through
August I, 2012. with interestat 4 .642%. The City has the option to prepay the loan in SI00,000
increments. subject to an administrative fee and a redemption premium.
$15 ,292,636 Loan Payable dated October I, 1997, due quarterly in varying amounts through August
I. 2018, with interest at 4 .141%. The City has the option to prepay the loan in $100,000 increments,
subject to an administrative fee and a redemption premium.
Mo,rgare Installment Notes
Ciry Hall Properry
$850,000 mongage note payable dated March 3. 1966. due in monthly installments of $4,893 through
July I, 1997, including interestat 5.625%.
Larry Scott Properry
SI 6, 149 mongage note payable assumed in 1991 through a donation to the Parks and Recreation Trust
Fund (an expendable trust fund). Monthly payments of $190 are due through September I , 2001 , with
interest at 7 .25%
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A summary of changes in long-term debt of the primary government for the year ended December 31.
1997 follows :
Fund OalStaNlag Oa~
SeniclJII January I, l....tud Decenlber 31 .
Delle 1'97 IDcund ltdlred 1"7
GENEllAL LONG-TEDI DDT
Geaenl~-
COfflffllllUry C-Refundinc 1994 Debt Service s 2.41S.OOO s s 360.000 s 2.0SS .000
Special-Dell(
wl .. Gw ... .JC ..
P:lv1n1 Dillrict #33 Debi Service 60.000 3S.OOO 2S.OOO
P:lvin1 Di1uict #34 Debt Service S0.000 3S .OOO IS .000
Tow special ......,_,,deb! 110.000 70 .000 J0.000
Mortpp 1..0-~
City lull propeny ~ilAIProj. 24.291 24.291
All aovem-
co.......,..ted •blenca mental fund 977 .S28 69.088 1.046.616
types
Unf•Dded l'mlloo Coatri...,_ Gener.ii 78.3S2 78.3S2
TOTAL GENERAL LONG-TEJlM DEBT s 3.60S.171 s 69.088 s S32.643 s 3.141.616
ENTEllPRISE PtlND IONIJS AND LONG-TERM OBUGA 110NS
Gener.ii Obliplion Refundina W*' Bonds.
Series 199' w ... s 500.000 s s 500.000 s
GolfCounc ~ Bonds . Scriesl994 GolfC--3.91S.000 13S.OOO 3.780.000
CWR&PDA -· 1990 s-.r I l .28S .739 411.166 10.874 .S73
CWR&PDA Ne.. 1997 w ... IS.292.636 U .292.636
10TAL ENnanlSE ftlND DDT I 15.711739 I ipn.636 I 1.111;166 s 29.947.209
f11JC.JOAaY nJND LONG-TEIIM oauGA 110N M..,_..,.. Pa.tsT.-I 9~5 I 1.669 s 7.566
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Annual debt service requirements (principal and interest) to maturity of long-tenn debt (excluding
accrual for compensated absences and the EURA) of the City as of December 31 , 1997 follows :
ee._..i Qlilll11!2!1 l2IIIII BsvSIIIS Bollds
Year Ending
December 31 . llia,ig1I 101,~1 I121il eric,ig1J lc1,~1 IotaJ
1998 s 375 ,000 s 92 .920 $ 467 ,920 $ 140.000 $ 192 ,190 s 332 ,190
1999 395 ,000 77 ,170 472 ,170 145.000 186.590 331 ,590
2000 415 .000 59 ,790 474 ,790 155.000 180,500 335.500
2001 430,000 41.115 471,115 160,000 173 ,758 333.758
2002 440 ,000 21.120 461.120 170 .000 166,557 336.557
Thereafter JQIQ!W I l!il Z,4 4 j7JZ'.24
Total s 2955 999 s 292 ll 5 s 2 347 IJ5 s 3 2§9999 s 200 1 319 $ 5 §413)9
~necial Assessme!ll lakl r:11mm 11111111mm1 ~-
Year Ending
December 3 I . llias;imal IDIS:IS.~I Illlil fljm;jgal IDIS:IS.~I I91ill
1998 $ 40 ,000 s 2,863 s 42,863 $ 1,794 s 490 $ 2,284
1999 J.928 356 2.284
2000 2.073 211 2.284
2001 IZZI ~1 1m
Total s 40000 s 2§63 $ 42 §63 s 7 566 s l 11 4 s §6§9
1-PllYllble
Year Ending
Deceni>er 31 , Prircil!!!! Interest Tocal
1998 s 589,975 s 955,792 s 1,545 ,767
1999 1,072.663 912.863 1.985.526
2<XXl 1.118.614 910,604 2.029.218
2001 1,169,704 860.714 2.030.418
2002 1.220,613 8()1),616 2.030.229
Thereafter 20,995 ,640 5,466.591 26.462.231
Tocal s 26. 167.2()1) s 9.916.IM> s 36.~.389
There are a number of limitations and restrictions contained in the various indentures . The City
believes it is in compliance with all significant limitations and restrictions.
General obligation indebtedness of the City is limited by the City Chaner to three percent of the
assessed valuation of the taxable propeny within the City . At December 31, 1997 , this limit was
SS,983 ,469 providing a debt margin of approximately $6 ,928 ,469 .
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Component Unit Long-term Debt
Englewood Urban Renewal Authority
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Tax increment debt at December 31, 1997 is as follows :
Interest Rate
9 .25%-11 .0%
Balance
January I,
l2!Z
$30 852 953
Accrual of
IDlml!
$3 351 6)8
Payments
to
Bondholders
$2 389 434
Balance
December 31,
1997
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The bonds are secured by pledged revenue , which include incremental sales and propcny tax revenue
in the redeveloped area .
On June I, 1991, the Authority was unable to make its full debt service payment and therefore
defaulted on the $26,740.000 of Tax Increment Revenue Refunding and Improvement Bonds Series
1985 A and Tax Increment Revenue Refunding Bonds Series 1985 B . Due to the default. all principal
and interest outstanding at June 1, 1991, was accelerated by the trustee per provisions in the trust
indenture, and became immediately due . Per the trust indenture, once the debt is accelerated no
delineation is made between the principal and interest amounts outstanding. Interest then accrues on
this total unpaid balance at the bond rates. Subsequent payments are to be applied ratable to the
balance due without preference for principal or interest . Legal counsel is of the opinion that under
State statutes. the City is not liable with respect to the bonds of the EURA.
At December 31, 1997, the EURA is not in compliance with the restrictive covenants and provisions
of the bond resolutions which require cenain minimum deposits be maintained.
The EURA has a deficit fund balance at December 31, 1997, due to the bond default.
The EURA's ability to generate revenue is primarily dependent on the taxes generated within its
boundaries, which are currently !IOI sufficient to meet its existing debt service requirements. The
EURA will continue to pay the unpaid balance of the bonds as collections allow .
On November 26. 1997, the Trustee, on behalf of the bondholders, filed a lawsuit against the EURA.
the City and the County Assessor for breach of contract. The Trustee is seeking to require the City to
extend the life of the tax-increment financing district beyond the statutory 25 year limit (2005 ) until
the principal and interest on the bonds are paid in full. It is the assessment of the City's counsel the
lawsuit is without merit.
The effect of the above mentioned contingencies on the financial statements cannot be presently
determined .
The Englewood Downtown Development Authority had no outstanding debt during 1997 .
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Note 8. Contributed Capital
A schedule of changes in contributions is presented below:
Contributions-January 1. 1997
Additions :
Contributions from other City funds
and Account Groups
Contributions from other sources
System development fees
Allocation of depreciation
Contributions-December 31, 1997
Note 9. lnvesgnent in Jojnt Venture
Enterprise
Funds
$ 50,620,008
559,621
961,207
(11.192)
s 52.129,644
Internal Trust
Service
Funds
S 2,091.536
118.627
s 2.210.163
and
Agency
S 72.300
s 72,300
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Total
S 52,783 ,844
118.627
559,621
961,207
(11.192)
s 54,412.107
The City panicipates with the City of Littleton, Colorado in a joint venture for the operation of a
wastewater treatment facility ("Littleton/Englewood Wastewater Treatment Plant Joint Venture" or O
"Joint Venture"). Control of the Joint Venture vests in a four-member committee, with two members
appointed by each City. Each City owns a 50 percent interest in the Joint Venture , and oversight
responsibilities are divided equally . 1be City's investment in the Joint Venture is accounted by the
equity method in the Sewer Fund.
Summary audited financial information as of and for the year ended December 31. 1997 follows :
Total Citv's Share
Assets S60.60L69J 539,300,849
Liabilities 2.862.205 1,431,103
Equity 57,739,492 28.869,746
S60.60J,697 539,300,849
Revenues $ 5,959,372 S 2,979.686
Expenses 8,671,104 4.335,552
Net loss (2.711,732) (1,355.866)
Contributions to equity 9,883.122 4.941.561
Net increase in equity s 7 ,171,390 s 3,a~,69 ~
Complete financial statements for the Joint Venture may be obtained from City 's Depanment of
Financial Services.
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At December 31. 1997 , the Joint Venture had unexpended construction contract commitments of
approximately $9,700,000 related to the phase 18 treatment plant improvements . The City 's share is
one-half of all the costs. which is accounted for in the Sewer Fund.
On January 16 , 1997, the Secondary Trickling Filter media bed collapsed. Legal and engineering
costs approximating $211 ,000 have been incurred in determining the cause of the media bed collapse .
These costs are included in current period nonoperating expenses. Media and contractor installation
costs for the media replacement were approximately $732.000. In addition. $75.316 has been
deposited with an escrow agent which represents approximately one-half of the engineering
investigation services for the media bed collapse. This escrowed amount is to be paid or returned
upon the completion of management's pending investigation . Management is uncertain at this time as
to the possibility that insurance, the engineer and/or the construction contractor may cover any or all
of the costs .
Note 10. Employee Retirement Systems
City employees are covered under one of seven different pension plans. depending on occupation and
date of hire , as follows :
• Non-emergenc y Employees Retirement Plan
• Firefighters Pension Plan (2 )
• Police Officers Pension Plan (2 )
• Mid-managers, Supervisors and Confidential Employees Retirement Plan
• City Management Retirement Plan
The City administers four single-employer, defined benefit pension plans which are reponed as
Pension Trust Funds in the financial statements and maintains three single-employer defined
contribution plans administered by the International City Managers Association Retirement
Corporation (ICMA-RC). The City panicipates in the Statewide Defined Benefit Pension Plan
administered by the Fire and Police Pension Association of Colorado (FPPA). The City also
maintains a deferred compensation plan for the benefit of its employees administered by ICMA-RC.
De(lged Bepcftt Pips
The financial swements of the defined benefit pension plans have not been issued as stand alone
financial statements, but rather, are included as pan of the Fiduciary Funds section of the City's
Comprehensive Annual Financial Report.
Non-ememncy Employees kr:wat r,..
PUIII Description . The Non-emergency Employees Retirement Plan is a defined benefit, single-
employer, non-contributory plan escablished by the City for employees other than police officers and
firefighters.
Members of this plan are eligible for normal retirement benefits after age 65 or earlier if eligible
under the Rule of 88 (members who have lltained the age of 55 where age combined with their years
of credited service equals 88). Members can elect a benefit paid monthly for their lives or for a
minimum of ten years tocal to members and their beneficiaries, based on 1.5'*' of their final average
monthly compensation multiplied by their years of employment with the City . Altema&e actuarially
equivalent payment options may be selected . The average monthly compensation is equal to 1136th of
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the 36 highest paid consecutive months of the last ten years of the employee's employment. Members
who retire after the normal retirement date receive a monthly annuity for life, based on 1.5% of their
final average monthly compensation al actual reliremem multiplied by the number of years of credited
service.
Members who receive long-term disability benefilS are eligible to receive normal benefilS on !he first
day of the month following the normal retirement date . BenefilS are computed on credited service lhe
employee would have accrued had he/she worked to his/her normal retirement date .
If a member dies prior to the normal retirement date. the surviving spouse will receive 50% of the
monthly accrued benefit. If the member is not survived by a spouse. !he designated beneficiary will
receive 50% of the monthly benefit for ten years. Payments commence on the first day of the month
following the member's death. or the date lhc member would have anaincd age 55.
Members vest after five years of credited service with the City .
The authority under which benefit provisions are established or amended are provided within the
Englewood Mllllicipal Code and are summarized as follows : The City reserves the right to alter,
amend. or terminate the plan or any part thereof provided that no such alteration or amendment shall
provide that the retirement benefit payable to any retired member shall be less lhan that provided by
the member" s accumulated contributions or affect !he right of any member to receive a refund of his
or her·s accumulated contributions and shall not directly or indirectly reduce any member's accrued
pension . Additionally, no alteration or 1ennination of lhe plan or any part !hereof shall pennit any
part of the fund to revcn to or be recoverable by the City or be used for or divcncd to purposes other
than the exclusive benefit of members, retired members, vested members or beneficiaries. Funhcr, no
amendment shall cause the elimination of neither an optional form of benefit nor the elimination of an
early retirement benefit that continues after retirement.
The plan does not provide for automatic benefit increases. Ad hoc retirement benefit increases must
be approved by the City Council, as funds arc available and subject to TABOR restraints regarding
issuance of multiple year obligations, which may be subject to a vote of the citizens of the City .
Since the previous valuation dated January I, 1996 the plan was amended to provide a 3% increase in
benefits for retired members and beneficiaries whose payments began before July I, 1995 .
Comributions. Funding for plan is provided within the Englewood Municipal Code which states that
the City will, from time to time, make contributions to the fund to the extent necessary to finance the
benefits provided by the plan on a sound actuarial basis . The City expeclS to continue such
contributions to the plan, but assumes no responsibility to do so and reserves the right to suspend or to
reduce contributions at any time . Members do not contribute . The contribution amount for the plan
has been historically determined by annual actuarial studies which resulted in contribution amounts
based on a percentage of covered salary . An actuarial study performed as of January l, 1997 resulted
in City contributions equal to 5% of covered payroll.
Administrative coslS of the plan, if nol paid by the City, are paid from the fund .
There are no invcstmenlS in, loans to or leases with panics related to the plan .
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Police Officers Pension Plan
Plan Description . The Police Officers Pension Plan is a defined benefit, single employer plan
established for Police Officers hired prior to April 8, 1978. Police Officers hired after April I. 1978
are covered under a 401(a) defined contribution plan administered by ICMA-RC.
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Members of this plan attain normal retirement date when they are 55 years old and have completed 20
years of credited service with the City or when they have completed 25 years of credi1ed service at
any age . Members eligible for normal retirement will receive a monthly pension equal to 2-1/2% of
final monthly base pay times the first 20 years of service plus I% of final monthly base pay for each
additional year of service up to a maximum of 65% of the final twelve months average pay including
longevity .
If a retired police officer dies, the surviving spouse receives until death or remarriage a monthly
pension equal 10 one half of the amount the officer was entitled to receive prior to death plus one-
eighth of such monthly benefit for each dependent child under age 16. If there is no surviving spouse.
the benefit is payable to a dependent parent or parents. If there are two dependent parents. the benefit
is divided equaUy by them.
Although not a provision in the plan, under a separate agreement with the City, Police officers who
are totally and permanently disabled receive a monthly supplemental pension equal to 20% of their
monthly salaries at the date of the disability payable until their normal retirement dates.
Police officers who leave the City prior to the five years required to vest in the plan receive a refund
with interest. Vested officers receive a refund of their contributions or may remain in the plan .
The authority under which benefit provisions are established or amended are provided within
Colorado Revised Statutes (CRS 31-30.5-210). The City Council, 65% of both active and retired
plan members and the Board of Directors of the Colorado Fire and Police Pension Association must
approve plan amendments . Any modification must maintain or enhance the actuarial soundness of the
plan and cannot adversely affect the benefits of members.
The plan does not provide for automatic benefit increases . Ad hoc retirement benefit increases must
be approved by the City Council. as funds are available and subject 10 TABOR restraints regarding
issuance of multiple year obligations, which may be subject 10 a vote of the citizens of the City .
Contribwions . Funding for plan is provided within the Plan document and swe statutes which s1a1e
that the City shall make contributions 10 the fund 10 the extent necessary to finance the benefits
provided by the plan on a sound actuarial basis. The required contributions 10 the plan shall be
determined actuarially, provided however; the City contributions are not less than member
contributions . Members contribute 5% of salary . The contribution amount for the plan has been
historically determined by biannual actuarial studies which result in contribution amounts based on a
percentage of covered salary . An actuarial study performed as of January I, 1997 resulted in City
contributions equal 10 33% of covered payroll.
Administrative costs of the plan are paid from the pension fund (CRS 31-30.5-204(3)).
There are no investments in, loans 10 or leases with parties related 10 the plan .
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Firefighters Pension Plan
Plan Description . The Firefighters Pension Plan is a defined benefit. single employer plan established
for firefighters hired prior to April 8. 1978 . Firefighters hired on or after April I , 1978 are covered
under the Statewide Defined Benefit Plan of FPPA.
Nonna) retirement for firefighters is the date the firefighter attains 50 years of age and completes 20
years of credited service . Normal benefits are monthly amounts equal to 2 1/2% of final monthly base
pay times the first 20 years of service plus 1 % of final monthly base pay for each additional year of
service up to a maximum of 65% of final monthly base pay.
If a retired firefighter dies, the surviving spouse shall receive until death or remarriage a monthly
pension equal to one-third of the salary of a third grade firefighter at the time of retirement plus $30
per month for each dependent child under age 18 .
Firefighters vest after five years with the City . Firefighters who terminate prior to that time receive
their contributions with interest. Vested members who terminate may elect to leave their
contributions in the plan and be eligible for a deferred retirement pension payable at age 50.
Although not a provision in the plan, under a separate agreement with the City, Firefighters who are
totally and permanently disabled receive monthly supplemental pensions equal to 20% of their
monthly salaries at the date of the permanent disability , payable until their normal retirement dates .
The authority under which benefit provisions are established or amended are provided within
Colorado Revised Statutes (CRS 31-30.5-210). The City Council. 65'k of both active and retired
plan members and the Board of Directors of the Colorado Fire and Police Pension Association must
approve plan amendments . Any modification must maintain or enhance the actuarial soundness of the
plan and cannot adversely affect the benefits of members .
The plan does not provide for automatic benefit increases . Ad hoc retirement benefit increases must
be approved by the City Council, as funds are available and subject to TABOR restraints regarding
issuance of multiple year obligations, which may be subject to a vote of the citizens of the City .
Contributions . Funding for plan is provided within the Plan document and state statutes which state
that the City shall make contributions to the fund to the extent necessary to finance the benefits
provided by the plan on a sound actuarial basis . Firefighters contribute 5% of their covered salary per
the plan document . The City shall make contributions to the Firefighters Benefit Fund at a rate to be
determined in the following manner: at least every three (3) years , the Firefighters Pension Fund shall
have an actuarial study prepared relating to the Firefighters Pension Fund . The normal cost of the
benefits afforded under the statutory Firefighters Pension Fund plus any unfunded cost prorated on a
forty (40) years funding basis from January 1, 1982. of the benefits afforded under the Firefighters
Pension Fund . The resultant percentage will be paid annually from general revenues of the City into
the Firefighters Pension Fund. The contribution amount for the plan has been historically determined
by biannual actuarial studies which result in contribution amounts based on a percentage of covered
salary . An actuarial study performed as of January I , 1997 resulted in City contributions equal to
13.5% of covered payroll.
Administrative costs of the plan are paid from the pension fund (CRS 31-30.5-204(3)).
There are no investments in , loans to or leases with parties related to the plan .
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Membership of each plan con sisted of the follow ing at January I , 1997 , the date of the latest actuarial
valuat ion :
Retirees and beneficiaries recei ving benefits
Terminated plan members entitled to
but not yet receiving benefits
Active plan members
Total
Annual Pension Cose and Nee Pension Obligation .
Non-
emergencv
82
124
217
423
Police
35
16
51
Firefighters
45
19
64
The annual pension cost, net pen sion obligation and related information for the nonemergenc y, polic e
and firefighters pension funds for the current year were as follows :
Noneme!)enc;r Police Firefil!?ters
Annual pension cost (APC) $ 371 ,874 $ 299,900 $ 172.7 36
Contributions made $ 454,644 $ 299,900 $ 205 ,281
Net pension obligation $ $ $
Percentage of APC contributed 122% 100% 119'k
Actuarial valuation date 1/1/97 l/1/97 1/1/97
Actuarial cost method Aggregate (I) Entry Age Entry Age
Amonization method Level percent Level percent Level percent
Open Closed Closed
Remaining amoniz.arion period N/A 25 years 25 years
Asset valuation method 5 year moving 5-year 5-year
average market smoothed market smoothed market
Actuarial assumptions:
Investment rate of return 7 .50% 7 .50% 7 .50%
Proj ected salary increases• 4 .3-7.3 % 5.0-7 .5% 5.0-7 .5 %
•Includes inflation at 4% 4.5 % 4 .5%
Cost of living adjustments None None None
( I )This method does nor identify or separately amonize unfunded liabilities.
Information that meets the parameters of Governmental Accounting Standards Board Swement No.
25, Financial Reponilzg for DefiMd Benefit Pension Plans and Note Disclosures for Defined
Contribution Plans and Governmental Accounting Standards Board Staaement No . 27, Accounting for
Pensions by State and Local Governmental Employers reprding annual pension cost was not
available for the years 1992 through 1996.
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Volunteer Firefighters
The Volunteer Firefighters Pension plan is a defined benefit. single employer plan which is affiliated
with the Colorado Fire and Police Pension Association (FPPA). Assets of the plan were transferred
from the City to FPPA on January I, 1997 and are commingled for investment purposes in the Fire
and Police Member's Benefit Fund, an agent multiple-employer defined benefit pension plan
administered by FPP A. The plan provides retirement benefits for members and beneficiaries
according to plan provisions as enacted and governed by the Firefighters Pension Board. Colorado
Revised Statutes (CRS), as amended, establishes basic benefit provisions under the plan . FPPA issues
a publicly available annual financial repon that include s the assets of the volunteer plan. The repon
may be obtained by calling FPPA at 770-3772 in the Denver Metro area and 1-800-332-FPPA (3772)
from outside the metro area.
At December 31, 1997, there were 23 retirees and beneficiaries recei vi ng benefits . There are no
active volunteers and since the plan is fully funded, the City makes no contributions to the plan .
An actuarial study performed January I, 1997 indicated that the plan was fully funded as determined
from a pension benefit obligation of $373,083 with available assets at December 31, 1996 of
$622,094 . As available assets were in excess of the pension benefit obligation, on January I, 1997 ,
the Firefighters Pension Board approved an increase in the monthly benefit amount for retirees and
beneficiaries from $200 and $ I 00 to $450 and $225, respectively . This is the maximum benefit
allowable under current statutes. The increase in the monthly benefit amount caused the net pension
obligation to increase to $562, I I 7.
The financial statements of the volunteer plan are prepared using the accrual basis of accounting.
Benefits and refunds are recognized when due and payable in accordance with the tenns of the plan .
The investments are presented at fair value except for shon-term investments which are recorded at
cost, which approximates fair value . There are no investments in, loans to or leases with panics
related to the plan.
Activity for the plan during 1997 was as follows :
Balance· January I, 1997
Interest and dividends
Distributions
Fees and other expenses
Ending Balance -December 31, 1997
State Fire and Pollc:e Pemion Plan (FPPA)
Plan Description
s
$
622.094
85,040
(78,000)
(2.538)
626.596
The City contributes to the Swewide Defined Benefit Plan, a cost-sharing multiple-employer defined
benefit pension plan administered by the Colorado Fire and Police Pension Association (FPPA). The
Statewide Defined Benefit Plan provides retirement benefits for members and beneficiaries. Death
and disability coverage is provided for all the City's police officers and firefipters hired prior to
January I. 1997 through the Statewide Death and Disability Plan which is also administered by FPPA .
This is a noncontributory plan . Payments made by the State of Colorado to the Statewide Dead! and
Disability Plan during 1997 on behalf of the City amounted to $585,500.
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All full-time. paid firefighters of the City hired after April 8, 1978 arc members of the Statewide
Defined Benefit Plan and all full-time. paid police officers and firefighters are members of the
Statewide Death and Disability Plan . Colorado Statutes assign the authority to establish benefit
provisions to the state legislature. FPPA issues a publicly available annual financial repon that
includes financial statements and required supplementary information for both the Statewide Defined
Benefit Plan and the Statewide Death and Disability Plan. The repon may be obtained by calling
FPPA at 770-3772 in the Denver Metro area and 1-800-332-FPPA (3772) from outside the metro area.
Basis of Accounting
The financial statements of the Statewide Defined Benefit Plan arc prepared using the accrual basis of
accounting. Plan member contributions arc recognized in the period in which the contributions arc
due . Benefits and refunds arc recognized when due and payable in accordance with the terms of the
plan . The Statewide Defined Benefit Plan investments are presented at fair value except for shon-
term investments which arc recorded at cost. which approximates fair value.
Funding Policy
Plan members and the City arc required to contribute at a rate set by statute. The contribution
requirements of plan members and the City arc established under Title 31, Anicle 30, Part 10 of the
CRS. as amended. The contribution rate for plan members is 8.0% of covered salary and for the City
is 8.0% of covered salary. The City's contributions 10 the Statewide Defined Benefit Plan for the
years ending December 31 , 1997, 1996, and 1995 were $139.021, $127.538 and SI 18,832,
respectively, equal to their required contributions for each year.
Deftped Coptribudop Plys
Police Qfflcm Pemion Plan
Under the State of Colorado Fire and Police Pension Plan· s provision in the state swutcs, the City
established a 401(a) defined contribution plan for all police officers hired on or after April 8, 1978.
This plan is administered by ICMA-RC. The City and qualified employees each contribute 8% of the
employee's base salary . In a defined contribution plan, benefits depend solely on amounts contributed
to the plan plus investment earnings. Qualified employees may contribute more than 8% under
specific guidelines . Employee panicipalion begins on their date of employment. The City's
contnbutions for each employee (and interest allocated to the employee's account) begin to vest with
the employee after three years of service. and arc fully vested after seven years of service . Non-
vested City contributions and earnings thereon for employees who leave employment before seven
years of service are used to reduce the City's contribution requirement.
Cjty Management Empkpvees Pepsjop Plan
The City established a 401 (a) defined contribution plan for the City management staff employees for
which the City contributes 10% percent of each eligible employee's base salary, and each eligible
employee contributes a minimum of 4% of base salary . The plan is administered ICMA-RC . All
management staff arc eligible to participate upon employment, and all contributions vest immediately .
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Mid-managers, Supervisors and Confidential Emplovees Pension Plan
In December 1987, a majorit y of the employees classified as mid-managers, supervisors and
confidential who were covered by the Non-emergency Defined Benefit Plan requested the creation of
a 40 l(a) defined contribution plan . As a result of this request, such a plan was formed . The plan is
administered by ICMA-RC . All employees promoted into this group from the Non-emergency plan
are offered the choice of remaining in the defined benefit plan, or joining the defined contribution
plan . All new hire employees in this group join the defined contribution plan . The City contributes
7% of each employee's salary to the plan . Employees may not contribute . Vesting is five years of
credited service for the defined contribution plan .
If a promoted employee with less than five years of credited service elects to join the defined
contribution plan , the employee immediately vests in the Non-emergency Pension Plan and continues
10 accrue credited service towards vesting in the defined contribution plan .
Required employer and employee contributions for the year ended December 31. 1997, is presented
below :
Employer's required (which equals
actual) contribution :
Amount
As a percent of covered payroll
Employee 's required (which equals
actual) contribution:
Amount
As a percent of covered payroll
Mid-
Managers,
Supervisors
and
Confidential
s 170,309
7 .00%
s
s
s
New Hire
Police
171,477
8 .00%
171,477
8 .00%
City
Management
$ 76,324
10.00%
s 30,530
4 .00%
The authority to amend the provisions of the three defined contribution plans lies within the
respective plan documents, which state that the City Council may amend the terms of the plan
provided that active or retired members ' benefits are not adversely affected .
There are no investments in , loans to, or leases with panics related to the plans . No changes in the
various plans' provisions occurred in 1997 .
Deferred Compensatiop Plan
The City offers its employees a deferred compensation plan created in accordance with Internal
Revenue Code Section 457 . The plan is administered by ICMA-RC. The plan is available to all City
permanent employees and permits them to defer a ponion of their salaries until future years .
Panicipation in the plan is optional . The deferred compensation funds are available to employees
upon termination. retirement, death. or unforeseeable emeraency . All amounts of compensation
deferred under the plan, all propeny and rights purchased with those amounts. and all income
attributable to those amounts, propeny, or rights are (until paid or made available to the employee or
other beneficiary) solely the propeny and rights of the City ( without being restriC1ed to the provisions
of benefits under the plan), subject only to the claims of the City's general creditors. Panicipants '
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rights under the plan are equal to those of general creditors of the City in an amount equal to the fair
value of the deferred account for each participant. Plan assets are therefore reported at fair value.
It is the opinion of the City's legal counsel that the City has no liability for losses under the plan but
does have the duty of due care that would be required of an ordinary prudent investor. Investment
decisions within the plan are the responsibility of plan participants . The City believes that it is
unlikely that it will use the assets to satisfy the claims of general creditors in the future .
Post Employment Benefits
In addition to the benefits described above. the City provides post employment health care benefits by
contract with various groups of retired employees. These include the following :
For employees who retired prior to January I . 1980, the City provides 100% of the City's self-funded
medical plan premium. If a retiree elects coverage under another plan with a premium larger than the
City's self-funded plan, the retiree pays the difference. The coverage is coordinat~d with Medicaid
and Medicare wherever applicable . 23 retirees are receiving benefits under this plan .
Employees who retire on or after January I, 1980, are guaranteed conversion privileges to the City's
health insurance plan . The City pays 50% of the retiree's monthly coverage cost of any plan selected
by a retiree up to an amount which ranges from $50 to $100 dependent on which employment contract
the individual was under while employed by the City . Fire department retirees' dependents are also
covered. Currently, 68 retirees are receiving benefits under this plan .
Boch plans arc financed on a pay-as-you-go basis with the benefit being budgeted annually . The cost
of these benefits are recognil.ed as expenditures when paid . The costs for 1997 for the pre-1980 and
post-1980 retirees totaled $34,946 and $44,009, respectively.
Note 11. SealsPI h(9QPldop (or Eplppripe Indr
The City maintains six enterprise funds which provide warer, sewer. storm drainage and concrete
maintenance services, and a golf course facility as well as a building project to upgrade housing in the
City. Applicable segment information for the year ended December 31. 1997 follows :
se... Golf
w-Sewer Dnllllae c-c-Preject
Flllld had ..... Faad had ..... T-1
Operatina n,venues s 4.544.500 s 4,677 .945 s 127.340 s 185 .669 s 1.642.824 s 1.177.882 s 12 .356.160
Oeprecialion 584.090 140.311 14.059 220.817 959.277
Opemina income (loss) 696.936 71.653 36.446 170.913 356.482 (176.248) 1.156.182
Net income (loss) 880,728 (92.254) 44.147 172.500 237.858 (156.484) 1.086,495
Conlribuled capiw 24.500 936,707 559,621 1.520.828
Propeny. plant and equipment:
Additions 2.043.048 50.218 570.531 192.252 2.856.049
Deletions 77.392 8.072 66.609 152.073
Net wortin1 capiw 1.697.630 20.852.992 146.391 172.500 118.764 1.032.552 24.020.829
Towusets 42.665 .965 58.683.084 820.246 194.812 11.041.412 1.033.481 114.439.000
) Lons-term debt 15 .143.112 10.434.122 3.640.000 29.217.234
Tow equity 26.510.515 44.324.343 818.935 172.500 7.139.264 1.032.552 79,998.109
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Note 12. Commitments and Contingencies
Legal proceedings
A number of claims are presently pending against the City. The City is denying the allegations and is
defending against them . Although the eventual outcome of these maners cannot be predicted. it is the
opinion of management. based upon advice of legal counsel, that the City·s ultimate liability is not
expected to have a material effect on the City's financial position .
Liltkton/Engkwood Wastewaur Tnalment Planl
In 1984. the cities of Englewood and Linleton in addition to a number of other communities were
named as potentially responsible panics in the Lowry Landfill Superfund site as a result of sanitary
sewer sludge that was deposited between September 1977 and June 1980 at the landfill through the
direction and approval of the Colorado Department of Health .
In an agreement reached in March 1994, Englewood paid S 1.224,547 to the City and County of
Denver, Waste Management of Colorado, lnc . and Chemical Waste Management of Colorado. Inc . in
exchange for ·a release of claims against the City and for holding the City harmless of claims from
other parties involved in Lowry . 1n addition. Englewood has agreed to pay .6347% of the amount by
which cenain expenses for cleaning up Lowry exceed $319.000,000 in 1992 dollars .
While it currently appears unlikely that future cleanup costs will exceed that amount, the cities are
unable to predict, with certainty. the extent and probability of its share of future cleanup costs.
The City previously filed an action for declaratory judgment against cenain insurance companies that
sold the City primary insurance policies that they are obligated to defend the City with respect to the
above described environmental action . The City failed in its action for declaratory judgment, but has
filed an appeal which is pending at this time. The ultimate outcome of this matter cannot presently be
determined, and no provision for any reimbursement of expenses that may result has been made in the
financial statements .
As of December 31, 1997 the City had an unexpended construction related contract commitment of
approximately $10,480,000 related to the City's water plant expansion project.
Fttkrally assisted gl'GIII pro1rruns
Amounts received or receivable from grant agencies are subject to audit and adjustment by grantor
agencies, principally the federal government. Any disallowed claims, including amounts already
collected, may constitute a liability of the applicable funds . The amount, if any, of expenditures
which may be disallowed by the grantor cannot be determined at this time although the City expects
such amounts, if any, to be immaterial.
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De/eased bonds
On various dates in prior years, the City has placed proceeds from bond issues and cash contributions
in irrevocable escrow accounts to retire cenain bonds and bond anticipation notes already
outstanding . The amounts deposited in these accounts ace invested in U .S. Treasury obligations that,
together with interest earned thereon , will provide amounts sufficient for future payment of principal
and interest on the refunded bond issues on each remaining payment date . Accordingly , the escrow
accounts and $550,000 of defeased bonds are not included in the accompanying financial statements .
Conduit Debt Obligalions
The City has issued Industrial Revenue Bonds in prior years to provide financial assistance to private-
sector entities for the acquisition and construction of industrial and commercial facilities deemed to
be in the public interest . Neither the City, the State. nor any political subdivision thereof is obligated
in any manner for repayment of the bonds . Accordingly , the bonds are not reponed as liabilities in
the accompanying financial statements.
As of December 31, 1997, there were three series of Industrial Revenue Bonds outstanding, with an
aggregate principal amount payable of $20,290 ,000.
Note 13. Risk M•nerrment
Property and Liabiliry
Colorado Ioiewvemmental Rjsk Sharing Agency <CIRSA}
CIRSA is a separate legal entity established by member municipalities pursuant to the provisions of
Colorado Revised Statutes and the Colorado Constitution . The City has panicipated in CIRSA since
its inception in 1982.
CIRSA is a joint self-insurance pool created by intergovernmental agreement to provide property,
general and automobile liability, workers' compensation and public official's coverage to its
members . A seven member Board elected by and from its members governs CIRSA.
Coverage is provided through pooling of self-insured losses and the purchase of excess insurance
coverage. CIRSA has a legal obligation for claims against its members to the extent that funds are
available in its annually established loss fund and those amounts are available from insurance
providers under excess specific and aggregate insurance contracts. Losses incurred in excess of loss
funds and amounts recoverable from excess insurance are direct liabilities of the panicipating
members . CIRSA has indicated that the amount of any excess losses would be billed to members in
proponion to their contributions in the year such excess occurs, although it is no1 legally required to
do so .
The City has not been informed of any excess losses that may have been incurred by the pool.
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Risk Management Fund -Claims Liabilitv
Changes in the balances of claims liabilities during the year ended December 31 , 1997 as follows:
Propeny & Workers '
Liabilitv Com~nsation Totals
Unpaid claims -January I, 1996 $ 19,283 $ 90,108 $ 109,391
Incurred claims (including claims reserve) 70,246 150,015 220,261
Claim payments {70,128) {123.470) (193.598)
Unpaid claims -December 31, 1996 19 ,401 116,653 136,054
Incurred claims (including claims reserve) 134,952 364,773 499,725
Claim payments {124.822) (283.830\ (408.652)
Unpaid claims -December 31, 1997 $ 29.531 $ 197 .596 $ 227J27
Em12to:i:ee Benefits Fund -~!aims Liabilitv
Changes in the balances of claims liabilities during the year ended December 31, 1997 are as follows :
Long-term
Health Dental Disabilit:z: Totals
Unpaid claims -January 1, 1996 $ 86,800 $ 15,000 $ 7,805 $ 109.605
Incurred claims (including claims reserve): 1,122,595 266 ,401 22.000 1,410,996
Claim payments !2~,909) "~7,40!l {29,805) {1,224,115)
Unpaid claims -December 31, 1996 272,486 24,000 296.486
Incurred claims (including claims reserve ): 278,023 278,023
Claim payments (21,,!§!!) (2§,,Q,3) {494,:?09)
Unpaid claims -December 31. 1997 s Si21!!22 ~ io1~ ~ $ so.ooo .
Note 14, Tax, Spepdig pd PsbJ Limjtaljops
Anicle X, Section 20 of the Colorado Constitution. commonly known as the Taxpayer· s Bill of Rights
(TABOR), contains tax. spending, revenue and debt limitations which apply to the State of Colorado
and all local governments .
Enterprises. defined as government-owned businesses authorized to issue revenue bonds and receiving
under I 0% of annual revenue in grants from all state and local governments combined. are excluded
from the provisions of TABOR. The City's management believes its Enterprise Funds. as listed in the
Table of Contents, qualify for this exclusion .
Spending and revenue limits arc determined based on the prior year's Fiscal Year Spending adjusted
for allowable increases based upon inflation and local growth. Fiscal Year Spending is generally
defined as expenditures plus reserve increases with cenain exceptions . Revenue in excess of the
Fiscal Year Spending limit must be refunded unless the voters approve retention of such revenue .
TABOR requires local governments to establish Emergency Reserves . These reserves must be at least
3% of Fiscal Year Spending (excluding bonded debt service). Local governments are not allowed to
use the emergency reserves to compensate for economic conditions, revenue shonfalls, or salary or
benefit increases .
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The City's management believes it is in compliance with the provisions of TABOR. However,
TABOR is complex and subject to interpretation . Many of the provisions, including the interpretation
of how to calculate Fiscal Year Spending limits, may require judicial interpretation .
On November 4, 1997 a majority of the City· s electors authorized the City to collect and spend or
retain in a reserve all revenues without regard to any limitations under TABOR .
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CITY OF ENGLEWOOD, COLORADO
REQUIRED SUPPLEMENTARY INFORMA 110N
DEFINED BENEFIT PENSION PLANS
SCHEDULES OF FUNDING PROGRESS
AND
SCHEDULES OF EMPLOYER CONTRIBUTIONS
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•nr--CIVIC WI&
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11 11 1111 II ~~-~ 111111111111 ; Ill
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APPENDIXF
Civic Ceater Floor Plans
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Selected Major Employen In Englewood <1>
Fian
Columbia Swedish Medical Center
Burt Automotive Dealers
Englewood Public Schools
City of Englewood
Craig Hospital
Wilkerson
Natkin Group, Inc.
Waste Management of Denver
DOC Interiors, Inc .
Windsor Industries Inc .
0 > As of October, 1998.
Source: The City of Englewood
Product or $mice
Medical
Retail
Government
Government
Medical
Manufacturing
Manufacturing
Refuse
Industrial
Manufacturing
E-S
Estimated
Number of
Employees
1,500
624
534
495
467
348
300
283
265
265
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CITY OF ENGLEWOOD, COWRAOO
SCHEDULES OF FUNDING PROG~
AdUarial UAAL••
Ac:crued Uafuded ..........
Adllarial Liability (Fuaded) al
Ac:turial v.a.a1 (AAL) AAL F_._ Co_.. C...-.1
Valaalioa Aaetl -Ealey Ate (UAAL) Rado Payroll Payrall
Date <•l (b) (b-a) (alb) (c:) (!b-a)lc:) ...
Noa-EmercencY Employea Pmsion Plan
1/1/92 $ 9 ,393 .605 s 9.548.549 s IS4 .944 98.4% s 6 .1 76.237 2.5%
111/93 $ 10,495.546 s 10.696.120 s 200.574 98 .1% s 6 .687.123 3 .~
111/94 $ 11,680.466 s 11.697.546 s 17 ,080 99.9% s 6 .77 1.243 0.3%
111/95 s 12 .722.470 s 12.922,408 s 199.938 98.5% s 6 .845.332 2 .9%
1/1/96 (I) s 14 ,100,287 s 14.049.294 s (50,993) 100.4% s 7.093.191 NIA
1/1/97 (1) s 15.380.577 s 15.175.738 s (204.839 ) 101.3 % s 7A l8.184 NIA
Police Offlcers Pemioa Trust Plan
1/1188 s 3,319.196 s 6.508.221 s 3.189.025 51.0% s 1.118.843 285 .0%
1/1/90 s 4,130.532 s 7,272.761 s 3,142.229 56.8% s 966.778 325.0%
1/1/93 s 5,428.453 s 9,005,458 s 3,577.005 60.3% s 1.022.272 349.9%
1/1/95 s 6,065.241 s 9,297,217 s 3,231.976 65.2% s 933.638 346.2%
1/1/97 s 7,196.013 s 9,853,356 s 2,657,343 73 .0% s 802 .045 331.3%
Flreftpten Pension Tl'IIII Plan
1/1/88 s 5,039.194 s 7.590,649 s 2.551,455 66 .4% s 1.148.300 222.2%
1/1/90 s 6.534.061 s 8.733.066 s 2.199.005 74 .8% s 1.076.096 204.4%
1/1/93 s 8.903.065 s 10.398,011 s 1.494,946 85.6% s 1.079.875 138.4%
1/1/95 s 9,647.271 s 11,072,781 s 1,425.510 87 .1% s 1.100.831 129.5%
1/1/97 s 11.211 .169 s 11.936.019 s 724,850 93 .9% s 934.297 77 .6%
(I) The Agregate Actuarial Cost Method was uted to determine the actuarially
required contribution on these valuation dales.
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SCHEDULES OF EMPLOYER CONTRIBUTIONS
Non-Elllel"lfllCy Employees Police Oftlcers Fireft&hten
Pemion Plan Peasion Plu Pemion Plan
Year Anaaal Auul Aaaual
Ended Required Perceatace Reqaired Perceatqe Reqaired ,_ ...
12/31 Contributioa Contribated Colltrillatioa Contributed Colllribulion Coalribated ..
1992 $296.864 15 2 .8 % $429.105 50.3% $269.311 119 .2%
1993 $355 .080 100.1% $429.105 47 .4% $269,267 101.4%
1994 $334 .048 109 .9% $429.105 83 .7% $269.267 79.7%
1995 S388.998 91.2% $353.785 92 .8% $249.544 79 .8%
1996 $367.782 118 .3% $353 .785 75 .9% $249.544 67.8%
1997 $371.874 122 .3% $299.900 82.8% $172,736 93.0%
The information presented in the required supplementary schedules was determined as pan of
the actuarial valuations at the dates indicated. Additional information as of the latest actuarial
valuation follows :
Non-Police
Emeqmcy Olllcen Fireftpten
Valuation date 1/1/97 1/1/97 1/1/97
Actuarial cost method Aggrepre (I) Entry Age Entry Age
Amonization method Level percent Level percent Level percent
Open Closed Closed
Remaining amonization period N/A 25 years 25 years
Asset valuation method 5 year moving 5-year 5-ycar
average madcct smoothed market smoothed madcet
Actuarial assumptions :
Investment rate of return 7 .5~ 7 .~ 7 .~
Projected salary increases• 4 .3• 7.3'1> 5 .0-7.5'1, 5 .0-7 .5'1>
*Includes inflation at 4'1, 4 .5'1> 4 .S'1,
Cost of living adjustments None None None •· •
(I) This method does nOl identify or separately amonize unfunded actuarial liabilities. 0
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APPENDIXD
MBIA
FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504
Po!ieyNu. (!s"m,.!3ER.J
M3t',. L-u:=.c: ~on (oc ·L~ -:'). i., c:onsid=!:oa er I!,: pty::..=-.: of tic ~-::. L"\C s:Jhje:::: b l:'.c t.:;:,,s cf l:l!s pol:cy, t:.c:"".:0:,·
1.:1c:a:c!.'.ia-..a!.'y r.d i::,:voc:za,!y g,.:z.~ t:> L"\)' ov.=, as }:,:::,u.&,= &.!':le!, of c-..c follov."::i& ~ d:i!ip:S<r..s, C'..c f.:!1 r.c! Cl:Xlli>!c:: Fl)':':\=-.:
~ IC be ... ~ by CC Cll\ t)c,..?!f of tic lsr~::' b [PA YI?-:G AGE!',l/IRT.:IS 1=J or i:u::cc::s:s.."T (Cle '?a,r-,& Aa:11") or C l!::20<:11111\'.:!l lO Ci) t ::
J,r.".c;,el of (cl.h:: r: fie s:s::d l:'~-i:y er l:y a.,y ~ or r:i=...""i:y p..--s:z:i: to a r..z:ic!cxy s!cq hd p-.,=) a! bt::st c<i, t::
O;Ep:icr..s (as flz:l:rnl Is &!in= bclO'.;? zs s.xh py:nci:sc-..al! b=c.: 6:= b.:s.".z:lr.ctbc so p:d (c:cc:;:t lb: i:i Ibo CYC:!of a:i,ya=lc:a::c:c c :
r.e a. .. a:: or s:x:: ir...d.:cl ITJ r=s.cu o! r:=a:.ccy a cpcicr.11 ~ or acc:lc:z:ion r:scl:::ri& f'Cl:l ~a~ cc!ic-b:t c v
r.'l:lC::'..c:rt of ~-lty p...-s:z:t to a cu.-a.:xy ~ ~ J:IC'/fflC".!, tic pt)'::ldl pr.i=! !:.=by~ be ma&: b ~ CKA:115 ICld a:~
c:-.cs as suchpr;,=ts off,rind;:a! would 1-.:v: bo::i 6ic had lh=nct b=i Ety s.:ci ~; Eld {'u) ber:~-=C'! of uy au:bprp.::
\\llicl is ci~y r.i:ov=:I f:x:t cy c-..;= p:rsa:!.,t IO a f:izljt4=J by a COi:! of ~j,...'"lSdic::icn ~ ~ p&.)'t:IC:lt cais:i::..-::s L,
a,'Oidl!lle ~f= to si:di -wt:ll::1 c: rr.CC1..'"t& or r:ry a;:,plicz,le ~ kw. 1be CXlC1ts r:fc=:S ID 1::1 cl!:.rse:s (i) a! (iO or c-.c
p-:c=:!lng s=i...-ic: slilll be rc!cmd IC b=::i =Lla:::::Yclyas b: "lr.s...-ad 1tz:1o=.• "Ob!For.S-b!l rncc:
Upanrec:iptoft:ltphonicorl:lcp.,hicnocc;sxbnocScc~oan!.-ir.edi:l'"'=&byn:p:=dcrori6edmall,crapaa,-;tor"n=
rlOlic: by np:::= orccr:IW mail, by lhe L--.s:..~ ~ eic hylnc Ap:I. or a:iy CWlla'or111 Oblip:5cn the J11if.11C1: or 1:1 laand Anan 11r "ilk.;
Is dwn6.ie, t11:SlCbrcqulrcd ~C'llbas l:ICt 'b=I ma&.~ Jnanrcxi6e6lec!a:: oraxh~orwllhinmebus!Dmc!l:t'a!lzrnqtoCIIOl:C.:
of sx!t ~ \\iiichc= is I=', will rr.a.~ a dq,osll of 6:idf, Iii 1:1 IC:Cl:"o! Mil S:I:: S:lat k'l1t Cid Tn:s: Claqmiy, NA. Iii New Yoc'.c.
New Yen. orb lllCmlCX', Clll5dc:!t fQ" fie py:nca: o!EI)' IIXb bnd A:nol:-.a Yoilidl r. bn 6& tJpcxi p'l:lmtllmt and una5lr or sxh
Ob5Jadonsorpm:enmtofllldioehcrsr=fofow:=1hiporlhe0blip:lcr.l.1Dp!X'Mh&'O'~alZIDcllofaslpm111u,cvldc,c:
tic: usipncit oft!ie 1cand Amoam due en~ Oblip:loas a a pal bydlc J:s=,Cld a;,papdll: b:nmmls III c&:s die 4P • r orce
I.is=• fldlcru:h ow:ic:sorlhc Obli¢or..s b l:l)'Jcpl~r.!a:ldto~ofils:w:!Amouats CXI b:Oblipl!aar.mbln=c:lts
bci1w ma bm a::6:lmy ID Sai:e Sta Bc1lc Cid Trust Oacip:o-, N.A..Slll:St.cldcaSTllllt Clam;:qt, NA. lbll clib:a lllm~
orlhc ~ A,=t.P)mmtorlhc IMnd ~ M CD axhOblplaar. Im iqy alllllllilbc14 by 6c Plpa /lpl. ilrlhc,....oru!\
lnand ~l:lllifp!b'aVlillhlc !hem«. Th!s polqcbs nctl:ianlpl:is:lcmfil1117pn;IQlllll!lp=mmi ftkll1:111•119dail1lc~
v.:!I ftlli*l ID Cl)'Oblipllcxl.
AJ -5 bcr=, t!ie 1::111 •CM'IIC:" shall-., 1hc np=.s CI\Om:"Of C7 Oblpcxi II b!ir:a! D fie bcdcs lllllilaW by fll..,.. ~ CC
bur, or my dais* orlhc lsx: fQ" Q:h P.."';ICK, 1hc 11:m _. all nae~ die lsx: or Cl.)' p:i, wt.a 9m111111 wlh die Is='
CIIIISl!uB b:~ -.ny fQ"lhc Oblipiam
All)'s:miz ar,.-aa b: ilmn'Jn11 be made ID the Jminr• b o11'1ca be!• 113 ~Sher. A.-::ionlr,, New Yen lUM.~smc::
o!poc:1111111!1 bn1lid and bildiw, ·
1bls polit)' is UCbGI Dr'* fQ" cry rmcx--The pmill:m aa tis policy is 11111 ft!mb1c llr cv ftll1Clan:ludla& dll ~pfarlD~ or
~Oblp5crs
IN wnNESS V.m:REOF, lhel:=bs ca:= diis polqlD 11c ca:i:lld ii la=llcaa bw-.a?lby b t!a.dy a=arimd ol!icla, tis IDA'VJ "f O!
[MONnf, VIA~
MBIA IDsurance Corporation
.....S1>f:c1.
k:,c ~Cf'(
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APPENDIXE
Economic And Demognphic Information
The following information is provided to give prospective investors general information
concerning selected economic and demographic conditions existing in the area within which the District
is located. The statistics presented below have been obtained from the referenced sources and represent
the most current information available from such sources; however, certain of the information is released
only after a significant amount of time has passed since the most recent date of the reported data and
therefore, such information may not be indicative of economic and demographic conditions as they
currently exist or conditions which may be experienced in the near future . Funhcr, the rcponcd data has
not been adjusted to reflect economic trends, notably inflation. Finally, other economic and demographic
information not presented herein may be available concerning the area in which the District is located and
prospective investors may want to review such information prior to making their investment decision.
The following infonnarion is not to be relied "{'On as a rq,resentalion or guarantee of the District or its
officers, employees, or advisors.
Pop,,llltio11 IIIUI Mediiut Age. The following table sets forth population statistics for the City of
Englewood, Arapahoe County, the DMA, and Colorado.
Popaladoa
City of Percent Arapahoe Percent Percent Percent
Yw Eo&lcwood ~ ~ ~ .DMA ~ ~ ~
1950 16,869 52,125 615,635 1,325,089
1960 33,398 97 .9"/o 113,426 117.6"/o 934,199 51.S-,4 1,753,947 32.4"/o
1970 33,695 0.9 162,142 42.9 1,238,273 32.S 2,207,259 2S.9
1980 30,021 (10.9) 293,292 80.9 1,618,461 30.7 2,889,964 30.9
1990 29,387 (2 .1) 391,511 33.S 1,848,319 14 .2 3,294,394 14.0
1997 30,981 5 .4 459,347 17 .3 2,159,064 17.0 3,892,644 18 .2
Source: U.S. Department of Commerce, Bureau oftbe Census for years olherlhan 1997; Cokndo Division
of Local Government, Demographic Section for 1997
According to the United States Census Bureau, Englewood's median age in 1980 was 30.7 years
as compared with 33 .5 years in 1990. The State's median age for the same period increased from 28.6 in
1980 to 31 .4 years in 1990, with the median age of the United States being 30 and 33 years in 1980 and
1990, respectively.
/11cmrie.. The following tables set forth historical median household effective buying income, the
percentage of households by classification of effective buying income rEBr') levels, and per capita
personal income for Arapahoe County, the DMA and the Swe of Colorado. The County's median EBI
income level has been historically higher than the State and national levels.
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Median Household Effective Buying lacome<11
__im_ ~ _J.m_ ~ ....l22L
Arapahoe County $44,375 $45 ,316 $39,297 $40,923 $42,511
DMA 38 ,530 40,587 35 ,131 36,606 37 ,415
Colorado 34,797 36,770 31 ,797 32,947 33 ,890
United States 35 ,056 37,070 32,238 33,482 34,618
<1' The 1995 EBI figures were based on money income rather than personal income which the
prior years' figures had been based on and arc therefore not directly comparable to historical
numbers.
Source: "Survey of Buying Power," Sales & Marketing Managemelll , 1994-1998
Arapahoe County
DMA
Colorado
United States
Perceat of Beuellolds by
Effective a.ylas laeo-Groaps -1997
Less than $20,000-
...121).000 w.m
18 .1%
24.2
27 .7
28.0
21.7%
22 .7
24.0
22.5
$35 ,000-
~
19.7%
19.0
18.5
18.2
$50,000-
IIIIWm
40.5%
34.1
29.8
31.3
Source : "Survey of Buying Power," Sales & Maruling Managffllenl , August 1998
PerCapkal'erloullacieae
..mL ..mL ~ ...mL ....m6..
Arapahoe County $26,049 $27,307 $29,102 $30,907 $32,522
Colorado 20,969 21,991 23,138 24,517 25 ,740
United States 20,261 20,915 22,186 23,359 24,436
Source: Colorado Division of Local Government, Dcmograpbic Section
•
Scllool E~IIL The following table presents a five )UJ' history of school emollment for
Englewood School Dis1rict No. 1, the school dis1rict servin& thc area in which the Dis1rict is located.
School Year
1994-95
1995-96
1996-97
1997-98
1998-99
f.m:pllrpcnt
4,650
4,704
4,588
4,581
4,366
1.2%
(2.5)
(0.2)
(4.7)
Source: Colorado Dcpanmcnt of Education and thc District
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Ho,u;,,g Stoel. According to the 1990 Census, Englewood had a total of 15 ,192 housing units in
1990 compared to a total of 13 ,359 ID!its in 1980, for a ten-year increase of 14%.
B11illli11g P-'t Actmty. Set forth in the following table is historical building permit activity for
the City of Englewood.
History or Baildiq Permit Acdvity -City or Eaal-ood
Non-Rcsidcntil1 Residential
Ym fmDi1s Valuation ~ Valuation
1993
1994
1995
1996
1997
8
10
13
12
16
$14,477,284
752,081
5,046,030
4,036,418
2,795,161
12
24
18
21
18
Source: City of Englewood Building Depar1mcnt
$1,308,344
2,081,979
1,289,974
1,414,173
935,082
Ftw«los11re Actmty. Set forth in the following table is a history of foreclosures in Arapahoe
Co\Dlty.
lllltory of F ............ -Anpuee Couty
1993
1994
1995
1996
1997
199s<1>
For:ccJoem Eikd
820
S96
S10
S9S
67S
S38
<1> Foreclosures filed tlrougb September 28, 1998.
Source : Arapahoe County Public Trustee
(27.3)
(14.4)
16.7
13 .4
£..,,.,,_,.,. The following tables set forth employment statistics by industry and the most
recent historical labor fon:e estimates for Arapahoe County.
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Total Business Establishments and Employment -Arapahoe County
1226 Annual A:i Cillll,s 1221 Annual A:iCillll~ 12-Mimlh Chao11,
Average Average Average
lndus1oi 11 llni1s Emi2l12~m1 llDi1S Elll'2l12~m1 l.lni1s Elll'2l12~m1
Agnculture,
Forestry &
Fisheries 240 2 ,432 158 2 ,583 18 151
Mining 131 1,523 123 1,145 (8) (3 78)
Construction 1,401 15 ,216 1,498 15 ,987 9 7 77 1
Manufacturing 593 13 ,581 599 14,117 6 536
Transportation,
Communication
& Public Utilities 518 19 ,801 551 20,579 33 778
Wholesale Trade 1,789 14,586 1,847 15 ,366 58 780
Retail Trade 2 ,528 46,405 2,631 47,193 103 788
Finance.Insurance
& Real Estate 1,946 23 ,512 2,075 25 ,193 129 1,681
Services 6 ,148 74,348 6,511 81 ,9 77 363 7,629
Nonclassifiable IS 14 17 25 2 II
Government ~ ~ __j2 ~ -1 ...l.l12
Total ~ lliJ.M ~ ~ &M .l.3..22fi
<1J Information provided herein reflects only those employers who arc subject to state unemployment
insurance law.
Source: State of Colorado, Division of Employment and Training, Colorado Employment and Wages
Covered by Unemployment Insurance
Labor Force Estimates
AnialBC'-mml.)'. llMSA
Labor %Unem-Labor %Unem-
Ym ..hGL ~ force ployed
1993 243 ,756 4.2"A, 973 ,516 4 .8%
1994 256,518 3 .5 1 ,019,277 3 .9
1995 263 ,524 3 .3 1,055 ,530 3.8
1996 262,298 3 .2 1,056,006 3 .8
1997 270,719 2 .4 1 ,087,975 2 .8
1998(1) 278,861 2 .3 1,120,493 2 .7
<1>Average labor force estimates throuah July 1998 .
Source: State of Colorado, Division of Employment and Training, Labor Market Information,
Colorado Labor Force Review
The following table sets forth selected major employers in the City. No independent
mvestigation has been made of and there can be no representation as to the 11ability or financial condition
of the entities listed below, or the likelihood that they will maintain their status as major employers in the
metro area .
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OllDINANCE NO~
SERIES OF 1998
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COUNCIL BILL NO . 75
INTRODUCED BY COUNCIL
MEMBER BRADSHAW
AN ORDINANCE APPROVING THE PLANNED UNIT DEVBLOPIIBNT DISTRICT
PLAN IN FURTHERANCE OF THE REDEVELOPMENT OF CINDERELLA CITY IN
THB AREA BOUNDED BY WEST HAMPDEN AVBNUB (U.S. 186) ON THB SOU'ffl,
SOUTH ELATI STREET ON THE EAST, WEST FLOYD AVENUE ON THE NORTH ,
AND SOU'nl SANTA FE DRIVE (U.S. 86) ON THB WBST , CURRBNTLY ZONED B-
l, BUSINESS DISTRICT TO A PLANNED UNIT DEVELOPMENT .
WHEREAS , The Englewood Environmental Foundation has submitted a P .U .D.
application to rezone the Cinderella City Shopping Center from B-1 , BusineBB District
to a P .U.D .; and
WHEREAS , the total site of the Cinderella City Shopping Center encompaBBes 51
acres more or less; and
WHEREAS , the P .U .D . is a rezoning process that establishes specific zoning and
site planning criteria to meet the needs of a specific development proposal that is not
fully accommodated within the existing zoning category; and
WHEREAS , the P.U.D . is composed of two elements, the district plan and the site
plan; and
WHEREAS , the district plan is the set of regulations that establish the overall
framework of development and control the uses within the project; and
WHEREAS , the district plan also includes design standards and guidelines, which
provide specific details for site planning and design within the development baaed on
the relationship of uses from the district plan and establish the character of the
development; and
WHEREAS , the site plan is the result of applying the district plan and design
guidelines to a s pecific s ite and represents the blueprint for implementation; and
WHEREAS , the Engle wood Town Center P .U.D. will, for the first time in the
Denver metro area, serve a s a model for transit-oriented development; and
WHEREAS , the amount of time it has taken to ge t to the point of approving the
P .U.D. has worked to allow the project to evolve from a "bi1 box power centerM to
become a national model for tramit-oriented development and mall redevelopment;
and
WHEREAS , the development project must be reviewed in terms of the P .U.D.
Ordinance and the project's fit with the vision expressed by the community; and
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WHEREAS, the project is consistent with the desires expressed by the community
and consistent with the goals and objectives articulated in the Comprehensive Plan;
and
WHEREAS, from this base , planning for the development has been focused on the
integration of the development to the site and within the context of adjacent
neighborhood& with the long-term sustainability of the project being a primary concern;
and
WHEREAS, tranait-oriented mixed-uae development ia conaidered the most
appropriate form of development at this site to combine the neighborhood integration
principles aa well aa long term &\18tainability ; and
WHEREAS, all of this leads to a project that is conaiatent with the Comprehenaive
Plan and will contribute to the long-term growth and stability of the commercial core of
the City of Englewood ; and
WHEREAS, the Englewood Planning and Zoning Commiaaion held Public Hearings
on September l , 1998, September 22 , 1998 and October 27 , 1998, reviewed the
propoaal and found :
I . The P .U.D. District plan, with the additional conditiona, ia in conformance
with the district plan requirements and the comprehenaive plan; and
2 . All required documents, drawings, referrals, recommendationa, and
approvals have been received or will be adminiatratively proceSRd; and
3. The P .U.D. Diatrict plan, with the additional conditions, ia consistent
with adopted and generally accepted standards of development in the
City of Englewood ; and
4 . The P .U.D. District plan, with the additional conditiona, ia substantially
consistent with the goals, objectives , design guidelines, policies and any
other ordinance, law or requirement of the City;
WHEREAS, the Englewood Planning and Zoning Commission recommended
approval of the P .U.D. with additional conditions;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD , COLORADO , AS FOLLOWS :
$ect,ion I . The Englewood City Council finds that:
I . The P . U.D . District plan, with the additional conditions, ia in conformance
with the district plan requirements and the comprehensive plan; and
2 . All required documents, drawings, referrals, recommendations, and
approvals have been received or will be adminiatratively proceaaed; and
3. The P .U.D. District plan, with the additional conditions, ia conaiatent
with adopted and pnerally accepted standards of development in the
City of Englewood ; and
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4. The P .U.D. District plan, with the additional conditions, is substantially
consistent with the goals, objectives, design guidelines, policies and any
other ordinance, law or requirement of the City.
Sec;t;igp 2. The P .U .D. District Plan submitted is approved with the following
conditions:
1. Submission of a utility plan for the Planning and Zoning Commission
review prior to the start of new construction within the P .U.D .
2. Submission of a drainage plan and a grading and eroeion control plan for
Planning and Zoning Commission review prior to the issuance of the first
building permit within the P .U .D .
3. Submission of a signage plan for Planninc and Zoning Commission review
prior to the issuance of the first sign permits within the P.U.D.
4. The Applicant shall pay all aBBOciated costs for improvements to Inca
Street and Englewood Parkway.
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Sec;t;ion 3. U nleu otherwise specified the administrative review of those portions of
the P .U .D . District Plan set forth in the application and accompanying documentation
shall be performed by the City Manager or his deaignee .
Introduced, read in full, and puaed on first reading on the 2nd day of November,
1998.
Publilhed as a Bill for an Ordinance on the 6th day of November, 1998.
A Public Hearing wu held on November 23, 1998.
Read by title and pUNd on final readins on the 23rd day of November, 1998.
Publilhed by title u Ordinance No . _ Series of 1998, on the 27th day of
November, 1998.
ATTEST: Thomas J . Burns, Mayor
Loucriahia A. Ellil, City Clerk
I , Loucriahia A. Ellia, City Clerk of the City of Englewood, Colorado, hereby certify
that the abcwe and forqoinc ia a true copy of the Ordinance pUNd on final readins
and publiahed by title u Ordinance No . _ Serie• of 1998.
Loucriabia A. Ellia
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Please refer back to the materials attached on first reading on
November 2, 1998 or contact Neighborhood and Buaineaa Development.
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AGENDA FOR THE
SPECIAL MEETING OF
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THE ENGLEWOOD CITY COUNCIL
MONDAY, NOVEMBER 23, 1998
6 :00P.M.
1. Call to order. U :f/f; ~
2. Invocation . ~
3. Pledge of Allegiance. ~
4 . Roll Call .
5 . Public Hearin .
6 .
a . A public hearing to~ on the Qnde-Qty Planned Un,
Development.
Regular A~H} ~T~ f1I.
a.
b.
r1 of Ordinances on First Reading .
Approval of Ordinances on Second Reading .
J l-Sc/ i. Council Bill No . 72, authorizing the execution and delivery of Certificates of
{J),-r .JlL_rn .,,Participation in the principal amount of $21,530,000 for the rPJ!88 of
'/-(/ funding redevelopment efforts at the former Cinderella City · . ~'XI-UL
~~ ii. Council Bill No . 75, approving the Cinderella City Planned it
'7T -c . -Resolutions and Motions .
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CITY OF ENGLEWOOD
PUBLIC HEARING ROSTER
NOVEMBER 23, 1991
AGENDA ITEM NO. 5 a
PUBLIC HEARING BEFORE THE ENGLEWOOD CITY COUNCIL
PLEASE PRINT
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c,ry OF ENGLEWooo
Puauc, m n so RosreR
AGENQ~ lfEM No. s a
PIJBL,c """"'IVG IIEFo.v, 7ftE ElilG«.a.o.,D cny coo,vcll ro
QRe-s s
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CITY OF ENGLEWOOD
PUBLIC HEARING ROSTER
NOVEMBER 23, 1998
AGENDA ITEM NO. 5 a
PUBLIC HEARING BEFORE THE ENGLEWOOD CITY COUNCIL
PLEASE PRINT
AD~
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December 7, 1998
Regular City Council Meeting
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