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HomeMy WebLinkAboutOrdinance-1981-0456INTRODUCED BY COUNCIL MEMBER DAVIS ORDINANCE NO. 456 Series of 1981 TITLE: AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF THE CITY OF WHEAT RIDGE, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BOND (KIPLING VENTURES, LTD., PROJECT) SERIES 1981, IN THE PRINCIPAL AMOUNT OF $4,400,000; AND APPROVING THE FORM AND AUTHORIZ- ING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO. WHEREAS, the City of Wheat Ridge, Jefferson County, Colorado (the "City"), is authorized by Title 29, Article 31 Part 1, Colorado Revised Statutes 1973, as amended (the "Act"), to issue revenue bonds for the purpose of financing one or more projects, including any land, building or other improvements and all real or personal properties suitable or used for or in connec- tion with a manufacturing, industrial, commercial, agriculture or business enterprise, and to enter into a financing agreement with respect to the project with a user providing for payment to the City of revenues sufficient for the payment of the principal of and interest on the bonds; and WHEREAS, by a resolution duly adopted on March 9, 1981 (the "Inducement Resolution"), the City committed itself to issue such bonds in an aggregate principal amount not to exceed $5,500,000 in accordance with the provisions of the Act and subject to the terms set forth in the Memorandum of Agreement attached to the Inducement Resolution, for the purpose of finan- cing the cost of developing land within the City as a site for, and constructing and equipping an office building thereon, which will be leased to KKBNA Engineers and others as office space and for other business and commercial purposes (the "Project"); and WHEREAS, the City now desires to authorize and issue its City of Wheat Ridge, Colorado, Industrial Development Revenue Bond (Kipling Ventures, Ltd., Project) Series 1981, in the princi- pal amount of $4,400,000 (the "Bond"); and - 3 - WHEREAS, the funds from the proceeds of the Bond issue will be made available to Kipling Ventures, Ltd. (the "Borrower") for the acquisition and construction of the Project; and WHEREAS, the following documents have been submitted to the City Council (the "Council") and filed in the office of the City Clerk (the "Clerk") and are there available for public inspection: (a) a Loan Agreement, dated as of the date of delivery of the Bond (the "Loan Agreement"), proposed to be made and entered into among the City, the Borrower, and The Empire Savings, Building and Loan Association (the "Lender"); (b) a Deed of Trust, dated as of the date of delivery of the Bond (the "Deed of Trust"), from the Borrower to the Public Trustee of Jefferson County for the use of the Lender; and (c) a Security Agreement, dated as of the date of delivery of the Bond (the "Security Agreement") between the Borrower and the Lender; and WHEREAS, it is necessary to authorize the issuance of the Bonds by Ordinance and to approve the form and authorize the execution of documents in connection with the issuance thereof: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO: Section 1. Approvals and Authorizations. The forms of the Loan Agreement, the Deed of Trust, and the Security Agreement are hereby approved. The Mayor and the City Clerk are hereby authorized and directed to execute the Loan Agreement and affix the seal of the City thereto, and further to execute and authenti- cate such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel in order to issue and secure the Bond. Such documents are to be executed in sub- stantially the form hereinabove approved, provided that such documents may be completed, corrected or revised as deemed neces- sary by the parties thereto in order to carry out the purposes of this Bond Ordinance. Copies of all of the documents shall be delivered, filed and recorded as provided therein. - 4 - The proper officers of the City are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the City relating to the Bond and such other affidavits and certificates as may be required to show the facts relating to the authorization and issuance thereof as such facts appear from the books and records in such officers' custody and control or as otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representa- tions of the City as to the truth of all statements contained therein. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, including interest rates and any numbers derived therefrom, and such modifications thereto, deletions therefrom and additions thereto as may be approved by bond counsel prior to the execution of the documents. The execution of any instrument by the appro- priate officers of the City herein authorized shall be conclu- sive evidence of the approval by the City of such instrument in accordance with the terms hereof. Section 2. Bond Details. The City shall issue its Industrial Development Revenue Bond (Kipling Ventures, Ltd., Project), Series 1981, dated as of the date of delivery thereof, consisting of one Bond in the denomination of $4,400,000, for the purpose, in the form and upon the terms set forth in this Bond Ordinance, the Loan Agreement, and the Bond form set forth as Exhibit A to this Bond Ordinance. The Bond shall mature on or before thirty (30) years from the date of delivery thereof. The Bond shall bear interest at a rate of twelve and one-half percent (12-1/2%) per annum. However, upon a Determina- tion of Taxability, as defined in the Loan Agreement, whereby the interest accruing on the Bond becomes includible in the gross income of the Lender or any other holder of the Bond (other than a - 5 - holder who is a substantial user of the Project or related person) for the purpose of Federal income taxation, the Bond shall bear interest at a rate of seventeen and three-quarters percent (17-3/4%) per annum. The maximum net effective interest rate authorized for the Bond is thirteen and five one-hundredths percent (13.05%). However, upon a Determination of Taxability, the maximum net effective interest rate authorized for the Bond is eighteen and thirty-nine one-hundredths percent (18.39%). The Bond shall be payable at the principal office of The Empire Savings, Building and Loan Association, 1654 California Street, Denver, Colorado 80202, Attention: Loan Servicing, or at such other place as the Lender may designate in writing. Section 3. Form and Execution of Bond. The Bond shall be signed by the manual signature of the Mayor, sealed with an impression of the corporate seal of the City and countersigned and attested by the manual signature of the City Clerk. Should any officer whose manual signature appears on said Bond cease to be such officer before delivery of the Bond to the purchaser, such manual signature shall nevertheless be valid and sufficient for all purposes. The Bond shall be issued in registered form, and may be transferred to subsequent registered holders in accordance with the provisions of the Bond and the Loan Agreement. The Bond is subject to redemption prior to maturity upon the terms set out in the Bond and the Loan Agreement. The form of the Bond is set forth as Exhibit A to this Bond Ordinance. Section 4. Determinations. It is hereby found, deter- mined and declared that: (a) the amount necessary in each year to pay the principal of and the interest on the Bond, is as set forth in Exhibit B attached hereto; (b) No reserve fund shall be established in connection with the issuance of the Bond; - 6 - (c) the Loan Agreement provides that the Borrower shall maintain the Project and carry all proper insurance with respect thereto; (d) the Loan Agreement requires that the Borrower pay the taxes which the taxing entities specified in Section 29-3-120(3) of the Act are entitled to receive with respect to the Project; (e) the payments required in the Loan Agreement to be made are sufficient to pay the principal of, interest on, and any premium due in connection with the Bond when due and to pay all other costs required in the Loan Agreement to be made; (f) The Project, as more fully described in the Loan Agreement, constitutes a project authorized by and described in Section 29-3-103(10) of the Act, and will serve a valid public purpose; (g) The issuance and sale of the Bond, the execution and delivery of the Loan Agreement, the performance of all cove- nants and agreements of the City contained in the Loan Agreement, and all actions required under the laws of the State of Colorado to make the Loan Agreement and Bond valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (h) No member of the City Council of the City having acted upon this Bond Ordinance in his or her official capacity: (i) has a direct or indirect interest in the Project, the Loan Agreement, the Deed of Trust, the Security Agreement or the Bond, (ii) owns any interest in the Project or the Borrower, (iii) is a director, officer or employee of the Borrower, (iv) will be involved in supervising the completion of the Project on behalf of the Borrower, or (v) will receive any commission, bonus or other remuneration for or in respect to the Project, the Loan Agreement, the Bond, the Deed of Trust, or the Security Agreement. Section 5. Nature of Obligation. Under the provisions of the Act, and as provided in the Loan Agreement, the Bond shall be a special, limited obligation of the City payable solely - 7 - from, and secured by a pledge of, the revenues derived from the Loan Agreement and shall be further secured by the lien of the Deed of Trust and the Security Agreement upon the Project. The City will not pledge any of its property or secure the payment of the Bond with its property. The Bond shall never constitute the debt or indebtedness of the City within the meaning of any provi- sion or limitation of the state constitution, statutes or home rule charter and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. In entering into the Loan Agreement, the City will not obligate itself, except with respect to the Project and the application of the revenues therefrom and bond proceeds therefor. The City will not pay out of its general fund or otherwise con- tribute any part of the Cost of the Project (as said term is defined in the Loan Agreement). Section 6. Bond Ordinance Irrepealable. After the Bond is issued, this Bond Ordinance shall constitute an irrevoc- able contract between the City and the holder of the Bond and shall be and remain irrepealable until the Bond, both principal and interest, shall be fully paid, cancelled and discharged. Section 7. Ratification. All action heretofore taken by the City and by the officers thereof not inconsistent here- with directed toward the financing of the Project and the issuance and sale of the Bond is hereby ratified, approved and confirmed. Section 8. Repealer. All acts, orders, resolutions, ordinances or parts thereof, taken by the City and in conflict with this Bond Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution, ordinance or part thereof, heretofore repealed. Section 9. Severability. If any part or parts of this Bond Ordinance are for any reason held to be invalid, such decision shall not affect the validity of the remaining por- tions hereof. The City Council hereby declares that it would have passed this Bond Ordinance and each part or parts hereof, irrespective of the fact that any one part or parts be declared invalid. - 8 - Section 10. Safety Clause. The City Council hereby finds, determines, and declares that this Bond Ordinance is promulgated under the police power of the City of Wheat Ridge; that it is promulgated for the health, safety, and welfare of the public; and that this Bond Ordinance is necessary for the preser- vation of health and safety for the protection of public con- venience and welfare. The City Council further determines that this Bond Ordinance bears a rational relation to these objectives. Section 11. Limitation of Actions. Pursuant to Section 29-3-122 of the Act, no action shall be brought questioning the legality of the Loan Agreement, Deed of Trust, Security Agreement, Bond, or any other contract or proceeding executed in connection with the Project on and after thirty days from the effective date of this Bond Ordinance. Section 12. Effective Date. This Bond Ordinance shall take effect 15 days after final publication. INTRODUCED, READ, AND ADOPTED on first reading by a vote of 6 to 2 on this 22nd day of June, 1981; ordered pub- lished in full in a newspaper of general circulation in the City of Wheat Ridge; and Public Hearing and consideration on final passage set for July 13, 1981, at 7:30 P.M., at Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado. READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of 5 to 3 , this 13th day of July, 1981. SIGNED by the Mayor on this 15thday of July , 1981. ATTEST: - / Frank Stites, Mayor Carol F. Hampf, City Clerk 1st Publication June 25, 1981 2nd Publication July 23, 1981 Wheat Ridge Sentinel Effective Date August 7 1981 APPRO~YED 0 FORM BY OFFICE OF C TX~ A TOR1tiTE~ 9 - EXHIBIT A (Form of Bond) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF JEFFERSON CITY OF WHEAT RIDGE INDUSTRIAL DEVELOPMENT REVENUE BOND (KIPLING VENTURES, LTD., PROJECT) SERIES 1981 No. R-1 $4,400,000 The City of Wheat Ridge, Colorado, a political subdivi- sion of the State of Colorado (the Municipality), for value received, hereby promises to pay to The Empire Savings, Building and Loan Association, in Denver, Colorado (the Lender), or regis- tered assigns, from the source and in the manner hereinafter provided, the principal sum of FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS ($4,400,000) or so much thereof as has been advanced by the Lender from time to time, as recorded on the schedule set forth following the signatures hereon, and remains unpaid from time to time (the Principal Balance), on or before , 2011, with interest thereon at the rate of twelve and one-half percent (12-1/2%) per annum (which interest rate is subject to adjustment in the event of a Determination of Taxability as hereinafter pro- vided), all interest through , 1982, computed on the basis of the actual number of days elapsed within a month of thirty (30) days and over a year of three hundred sixty-five (365) days and all interest thereafter computed on the basis of the actual number of days elapsed within a month of thirty (30) days and over a year of three hundred sixty (360) days, in lawful money of the United States of America. This Bond shall be amortized and paid in monthly installments (which installments are subject to adjustment in the event of a Determination of Taxability as hereinafter provided), payable on the first day of each month, commencing , 1982, and continuing through , 2011, or such earlier date as the Principal Balance hereof with interest thereon shall have been paid in full, in an amount sufficient to amortize the Principal Balance hereof as of , 2011. Interest only at the rate of 12-1/2% per annum shall accrue on the Principal Balance of this Bond from the date hereof to 1982, and shall be due and payable on the first day of each month, commencing , 1981, and continuing through, , 1982. Principal and interest shall be payable at the principal office of the Lender, 1654 California Street, Denver, Colorado 80202 Attention: Loan Servicing, or at such other place as the Lender may designate in writing. Payments shall be applied first to interest due on the Principal Balance and thereafter to reduction of the Principal Balance. A - 1 This Bond is issued by the Municipality pursuant to the provisions of a Loan Agreement, dated as of the date hereof (the Loan Agreement) among the Municipality, the Lender, and Kipling Ventures, Ltd., a Colorado limited partnership (the Borrower), to provide funds to be loaned to the Borrower pursuant to the Loan Agreement which funds will be used for the purpose of financing the cost of developing land within the Municipality as a site for, and constructing and equipping an office building thereon, which will be leased to KKBNA Engineers and others as office space and for other business and commercial purposes (the Project) by the Borrower, and is further issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, particu- larly, Title 29, Article 3, Part 1, Colorado Revised Statutes 1973, as amended, and pursuant to an ordinance of the City Council of the Municipality duly adopted prior to the issuance hereof (the Bond Ordinance), thereby assisting acivities in the public interest and for the public welfare, safety, convenience and prosperity of the Municipality and the State of Colorado. This Bond is secured by a Deed of Trust, dated as of the date hereof, from the Borrower to the Public Trustee of Jefferson County, Colorado for the use of the Lender (the Deed of Trust), and a Security Agreement, dated as of the date hereof, between the Borrower and the Lender (the Security Agreement). For the purpose of this Bond, a "Determination of Taxability" shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction which holds in effect that the interest payable on this Bond is includible in the gross income of the Lender or any other holder of this Bond (other than a holder who is a "substantial user" of the Project or a "related person" as those terms are defined in the Internal Revenue Code) for federal income tax purposes, if the period, if any, for contest or appeal of such action, ruling or decision by the Borrower or Lender has expired without any such contest or appeal having been properly instituted by the Lender or the Borrower or any other interested party. The expenses of any such contest shall be paid by the party initiating the contest and neither the Borrower nor Lender shall be required to contest or appeal any Determination of Taxability. The "Date of Tax- ability" shall mean that point in time, as specified in the determination, ruling, or decision, that the interest payable on this Bond becomes includible in the gross income of the Lender for federal income tax purposes. If the Lender or other holder of this Bond receives notice of a "Determination of Taxability," and unless the Borrower has exercised its option to prepay the Principal Balance of this Bond in accordance with the provisions set forth below, the Principal Balance of this Bond shall bear interest at the rate of seventeen and three-quarters percent (17-3/4%) per annum, and each monthly installment thereafter payable shall be in an amount A - 2 sufficient to amortize the remaining Principal Balance hereof by the first day of , 2011, with interest at said interest rate. If the Lender or other holder of this Bond re- ceives notice of a "Determination of Taxability," the Borrower has agreed, pursuant to the roan Agreement also to pay within ninety (90) days of receipt of such notice, directly to the Lender on behalf of the Municipality, the aggregate difference between (i) the payments actually made between the Date of Taxability and the effective date of the rate increase and (ii) the payments which would have been made during such period if the increased rate had been in effect. In the event an investigation or audit is commenced by the Internal Revenue Service questioning the federal income tax exemption of the interest payable on the Bond or in the event the Lender, or the Borrower on behalf of the Lender, chooses to contest any statutory notice of deficiency, ruling of the Internal Revenue Service, or judgment of a court of competent jurisdiction, the Lender, at its election, may increase the rate of interest on the Bond to seventeen and three-quarters percent (17-3/48) per annum as set forth above, and require that the Borrower make payments based upon such increased rate pending the final results of such investigation, audit or contest. The additional funds collected as a result of the rate increase shall be held by the Lender and shall bear interest at passbook savings rate. In the event the contest is resolved in favor of the Lender and the Borrower, and the interest on the Bond continues to be exempt from federal income taxation, the funds so held shall be returned to the Borrower. If the contest is resolved against the Lender and Borrower and interest payable on the Bond is held to be subject to federal income taxation, the amount on hand and held as a result of the rate increase shall be applied to the increased install- ments then due. The Principal Balance of this Bond may be prepaid as follows: (i) The Principal Balance of this Bond may be prepaid, at any time, in the amount of each monthly installment or a multiple thereof, to be applied to the monthly installments due in inverse order of the due dates of the installments, with a prepayment premium in the amount of 90 days of interest at the rate of 12-1/28 per annum computed upon the amount of the Prin- cipal Balance of this Bond to be prepaid. Written notice of the intent to prepay the Principal Balance of this Bond, in whole or in part, must be given to the Lender at least thirty (30) days in advance of the prepayment date. Upon prepayment in full, interest to the prepayment date shall be paid on the prepayment date. (ii) In the event of a Determination of Taxability as herein provided, the Principal Balance of this Bond may be prepaid in full or in part, at any time thereafter, with interest A - 3 to the prepayment date, without prepayment premium or prior written notice to the Lender. (iii) The Principal Balance of this Bond is further subject to prepayment in whole or in part, without prepayment premium, upon the occurrence of certain events of damage to or condemnation of the Project, or upon the unenforceability of the Loan Agreement, as specified in the Loan Agreement. No prepayment shall reduce or postpone the amount or frequency of monthly installment payments due hereunder, nor shall any such prepayment reduce or postpone any other payments due hereunder, which installments and other payments shall con- tinue until the entire Principal Balance has been paid, provided, however, the payment of one or more monthly installments in advance shall have the effect of postponing a default based on the Municipality's failure to make monthly installment payments but only to the extent of any period for which any such prepaid installment payments would have been applied had they been paid when due in the ordinary course instead of in advance. The Lender has the option of tendering to the Municipal- ity, and the Borrower shall prepay on behalf of the Municipality, all or any portion of this Bond at par on , 1991, and on any interest payment date thereafter, upon the fulfillment of the conditions set forth in the Loan Agreement; provided, however, Lender may terminate a tender option once made under certain conditions set forth in the Loan Agreement. Written notice of the intent to tender the Bond, in whole or in part, must be given to the Borrower at least ninety (90) days in advance of the date of tender. If a default occurs under this Bond, or under the Deed of Trust or Loan Agreement, and upon notice as set forth in the Deed of Trust or Loan Agreement, then the Lender at its option may declare immediately due and payable the Principal Balance of this Bond and interest accrued thereon to the date of declaration of such default, together with any reasonable and necessary attorneys' fees incurred by the Lender in collecting or enforcing payment thereof, whether suit be brought or not, and all other sums due hereunder or under the Deed of Trust or Loan Agreement, anything herein or in the Deed of Trust or Loan Agreement to the contrary notwithstanding, and payment thereof may be enforced and recovered in whole or in part, at any time by one or more of the remedies provided to the Lender in this Bond, or in the Deed of Trust or Loan Agreement. THIS BOND AND THE INTEREST HEREON SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDESS OF THE MUNICIPALITY WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE STATE CONSTITUTION, STATUTES, OR HOME RULE CHARTER, AND SHALL NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE MUNICIPALITY OR A CHARGE AGAINST ITS A - 4 GENERAL CREDIT OR TAXING POWERS. This Bond and the interest hereon are special obligations payable solely from the revenues derived pursuant to the Loan Agreement. The holder of this Bond shall never have the right to enforce payment hereof against any property of the Municipality, and this Bond does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Municipality, and the agreement of the Municipality to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all time to the availability of revenues from the Borrower or other funds fur- nished to the Municipality, in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. The remedies of the Lender, as provided herein and in the Loan Agreement and the Deed of Trust shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender shall not be deemed, by any act or omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be con- strued as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Bond is fully negotiable under the terms of Article 8 of Title 4, Colorado Revised Statutes, 1973, as amended. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed pre- cedent to or in the issuance of this Bond do exist, have happened and have been performed in regular and due form as required by law. This Bond is transferable only upon the books of the Municipality at the office of the City Clerk, by an officer of the Lender or by its agent duly authorized in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lender or his duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of the new registered owner of this Bond in the registration blank appearing below. The Municipality may deem and treat the person in whose name the Bond is last registered upon the books of the Municipality as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price or interest and for all other A - 5 purposes, and all such payments so made to the Lender or upon its order shall be valid and effective to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid, and the Municipality shall not be affected by any notice to the contrary. This Bond has been issued and delivered without regis- tration under the Securities Act of 1933, as amended, or other state, federal or other securities laws, in reliance upon the availability of an appropriate exemption from registration other- wise required and the representation of the Lender that this Bond is being acquired solely for investment and not with a view to distribution or resale. This Bond shall not be sold, pledged, hypothecated, donated or otherwise transferred, including the sale of a participation interest herein, whether or not for con- sideration, by the purchaser except upon the issuance to the Borrower and the Municipality of a favorable opinion of counsel and/or submission to the Borrower and the Municipality of such other evidence as may be satisfactory to them, in either case, to the effect that any such transfer shall not be in violation of the Securities Act of 1933, as amended, or other applicable law. Upon a Determination of Taxability, any transfer of this Bond may be subject to the registration requirements of state and federal securities acts, unless otherwise exempt from such registration. In TESTIMONY WHEREOF, THE City Council of the City of Wheat Ridge, Colorado, has caused this Bond to be executed in the name and on behalf of the City with the signatures of its mayor and City Clerk and to be sealed with its official seal, all as of the day of , 1981. CITY OF WHEAT RIDGE, COLORADO ( S E A L ) ~ Y, Mayor Countersign and Attest: City Clerk A - 6 SCHEDULE OF ADVANCES ON BOND Date of Advance Amount of Advance Signature of Borrower Representative: Received A - 7 PROVISIONS AS TO REGISTRATION This Bond is registered in the office of the City Clerk of the City of Wheat Ridge, Colorado, as registrar, in the name of the owner listed below, and the Principal Balance remaining on the Bond and interest thereon shall be payable only to such owner. Date of Registration Name and Address Signature of of Registered Owner City Clerk A - 8 EXHIBIT B (Principal and Interest Payment Amount) $4,400,000 City of Wheat Ridge, Colorado Industrial Development Revenue Bond (Kipling Ventures, Ltd., Project) Series 1981 The following is the amount necessary in each year to pay the principal and interest on the Bond assuming the tax-exempt interest rate of twelve and one-half percent (12-1/2%) per annum is in effect: For the first year, interest only on the Bond will be due in the maximum total amount of $550,000, made in monthly payments throughout the year. In the next twenty-nine years an equal monthly principal and interest payment in the amount of $47,112.60 will be due on the Bond, resulting in an annual principal and interest payment of $565,351.20. The following is the amount necesary in each year to pay the principal and interest on the Bond assuming that, upon a Determination of Taxability as defined in the Loan Agreement, the taxable interest rate of seventeen and three-quarters percent (17-3/4%) per annum is in effect: For the first year, interest only on the Bond will be due in the maximum total amount of $781,000, made in monthly payments throughout the year. In the next twenty-nine years an equal monthly principal and interest payment in the amount of $65,478.65 will be due on the Bond, resulting in an annual principal and interest payment of $785,743.80. B-1