HomeMy WebLinkAboutOrdinance-1982-0505INTRODUCED BY COUNCILMEr1BER ORE
ORDINANCE NO. 505
Series of 1982
BOND ORDINANCE
TITLE: A ORDINANCE RELATING TO THE ISSUANCE OF AN
INDUSTRIAL DEVELOPMENT REVENUE BOND UNDER THE
PROVISIONS OF THE COLORADO CITY AND MUNICIPALITY
DEVELOPMENT REVENUE BOND ACT; PROVIDING FOR THE
ISSUANCE AND SALE OF CITY OF WHEAT RIDGE, COLO-
RADO, INDUSTRIAL DEVELOPMENT REVENUE BOND (RIDGE
VILLAGE SHOPPING CENTER PROJECT) SERIES 1982 IN
THE PRINCIPAL AMOUNT OF $3,750,000 FOR THE
PURPOSE OF LOANING FUNDS TO RIDGE VILLAGE PART-
NERSHIP TO FINANCE IMPROVEMENTS RELATING TO THE
ACQUISITION, CONSTRUCTION AND INSTALLATION OF A
COMMERCIAL AND BUSINESS FACILITY IN THE CITY OF
WHEAT RIDGE, COLORADO; APPROVING AND AUTHORIZING
THE EXECUTION OF A LOAN AGREEMENT AMONG THE CITY
AND CAPITAL HOLDING CORPORATION; AND AUTHORIZING
THE PREPARATION AND EXECUTION OF CERTAIN RELATED
DOCUMENTS AND INSTRUMENTS.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT
RIDGE:
ARTICLE I
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
1.1. Definitions
The terms used herein, unless the context hereof shall
require otherwise, shall have the following meanings, and any
other terms defined in the Loan Agreement shall have the same
meanings when used herein as assigned to them in the Loan
Agreement unless the context or use thereof indicates another
or different meaning or intent.
1. Act. The City and Municipality Development Revenue
Bond Act, article 3, title 29, C.R.S. 1973, as amended.
2. Bond. The $3,750,000 Industrial Development Revenue
Bond (Ridge Village Shopping Center Project) Series 1982, to be
issued by the City pursuant to this Ordinance.
3. Bond Counsel. The firm of Kutak Rock & Huie, Denver,
Colorado.
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4. Bond Register. The records kept by the City to
provide for the registration and transfer of ownership of the
Bond.
5. City. The City of Wheat Ridge, Colorado, its succes-
sors and assigns.
6. Company. Ridge Village Partnership, a Colorado
general partnership, its successors and assigns, and any sur-
viving, resulting or transferee business entity which may
assume its obligations under the Loan Agreement.
7. Deed of Trust. The Deed of Trust to be executed by
the Company in favor of the Lender securing payment of the Bond
and interest thereon.
8. Improvements. The structures and other improvements,
excluding any tangible personal property, constructed or in-
stalled on the Land in accordance with the Plans and Specifica-
tions and to be owned by the Company.
9. Inducement Letter. The letter agreement from the
Company to the City and the Lender datedSgptember 27 , 1982•
10. Land. The real property and any other easements and
rights described in Exhibit A attached to the Loan Agreement.
11. Lender. Capital Holding Corporation, its successors
and assigns. The Lender is the initial purchaser of the Bond.
12. Loan Agreement. The agreement, dated as of October
1, 1982, to be executed by the City, the Lender and the Com-
pany, providing for the issuance of the Bond and the loan of
the proceeds thereof to the Company, including any amendments
or supplements thereto made in accordance with its provisions.
13. Offer to Purchase. The letter agreement from the
Lender to the City, dated September 27 , 1982•
14. Ordinance. This Bond Ordinance of the City, adopted
on second reading on September 27, 19823 together with any sup-
plement or amendment thereto.
15. Plans and Specifications. The plans and specifica-
tions for the construction and installation of the Improvements
on the Land, which are approved by the Lender, together with
such modifications thereof and additions thereto as are reason-
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ably determined by the
the completion of the
writing by the Lender.
Company to be necessary or desirable for
Improvements and are first approved in
16. Principal Balance. So much of the principal sum on
the Bond as from time to time remains unpaid.
17. Project. The Improvements and the Land.
18. Security Agreement. The Security Agreement to be
executed by the Company in favor of the Lender securing payment
of the Bond and interest thereon.
1.2. Legal Authorization
The City is a political subdivision of the State of Colo-
rado and is authorized under the Act to finance the Project
herein referred to, and to issue and sell the Bond for the
purpose, in the manner and upon the terms and conditions set
forth in the Act and in this Ordinance.
1.3. Findings
The City Council has heretofore determined and found, and
does hereby determine and find, as follows:
(a) In authorizing the Project the City's purpose
is, and in its judgment the effect thereof will be, the
promotion of industry and development of trade and other
economic activities by inducing the Company and thereby
other profit and nonprofit corporations, commercial and
business enterprises to locate and expand within the
boundaries of the City; to mitigate the threat of unem-
ployment; and to secure and maintain a balanced and
stable economy within the City;
(b) The amount estimated to be necessary to finance
the Project, including the costs and estimated costs
permitted by the Act, is consistent with the issuance of
the Bond in the principal amount of $3,750,000, as herein-
after provided;
(c) It is desirable, feasible and consistent with
the objects and purposes of the Act to issue the Bond, for
the purpose of financing the construction of the Project;
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(d) The Bond and the interest accruing thereon shall
never constitute the debt or indebtedness of the City
within the meaning of any provision or limitation of the
constitution or statutes of the State of Colorado or the
City's 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; and
(e) Pursuant to Sections 113, 114 and 120 of the Act
the City hereby determines that (i) the amount necessary
in each year to pay the principal of and the interest on
the Bond is $524,304 and the Loan Agreement requires such
payments by the Company, (ii) it is not necessary to
establish a reserve fund for the retirement of the Bond or
the maintenance of the Project, (iii) since the Loan
Agreement provides that the Company shall maintain the
Project and carry all proper insurance with respect there-
to, no determination of the estimated cost of maintaining
the Project need be made and (iv) the revenues of the
Company will be sufficient to pay the taxes, if any,
assessed against the Project.
1.4. Authorization and Ratification of Project
The City hereby authorizes the Company to provide for the
acquisition, construction and installation of the Improvements
to be included in the Project pursuant to the Plans and Speci-
fications by such means as shall be available to the Company
and in the manner determined by the Company, and the City
hereby ratifies, affirms and approves all actions heretofore
taken by the Company consistent with and in anticipation of
such authority and in compliance with the Plans and Specifica-
tions.
ARTICLE II
BOND
2.1. Authorized Amount and Form of Bond
The Bond issued pursuant to this Ordinance shall be in
substantially the form set forth herein, with such appropriate
variations, omissions and insertions as are permitted or re-
quired by this Ordinance, and in accordance with the further
provisions hereof; and the total principal amount of the Bond
that may be outstanding hereunder is expressly limited to
$3,750,000. The Bond shall be in substantially the following
form:
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UNITED STATES OF AMERICA
STATE OF COLORADO
CITY OF WHEAT RIDGE
INDUSTRIAL DEVELOPMENT REVENUE BOND
(RIDGE VILLAGE SHOPPING CENTER PROJECT)
SERIES 1982
R-1 $31750,000
FOR VALUE RECEIVED, the City of Wheat Ridge, Colorado (the
"City") hereby promises to pay to the order of Capital Holding
Corporation, Louisville, Kentucky (the "Lender"), its succes-
sors or registered assigns, from the source and in the manner
hereinafter provided, the principal sum of THREE MILLION, SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000) (the "Principal
Balance"), with interest thereon at the rate of thirteen and
seventy-five hundredths percent (13.75%) per annum or at such
higher rate as is hereinafter provided, in any coin or currency
which at the time or times of payment is legal tender for the
payment of public or private debts in the United States of
America, in accordance with the terms hereinafter set forth.
1. (a) On December 1, 1982 and on the first day of
each and every month thereafter the Company shall pay
Forty-three Thousand Six Hundred Ninety-two Dollars
($43,692), such sum being the sum necessary to amortize
the Principal Balance of the Bond in three hundred sixty
(360) equal monthly installments at an interest rate of
thirteen and seventy-five hundredths percent (13.75%) per
annum; provided that as of November 11 1987 (the "Rate
Adjustment Date") the interest rate on this Bond shall
become the immediately preceding twelve weeks average
yield for twenty year constant maturity U.S. Government
Bonds as published by the Federal Reserve System in the
Federal Reserve Statistical Release Weekly Summary of
Banking and Credit Measures H.9(511) or, if that report is
not then published, in the most nearly similar report
indicating the rate of such bonds which is mutually agree-
able to the Lender and the Company; further provided,
however, that the such new interest rate on this Bond
shall not be below 13.75% (without the written consent of
the Lender) or above 18.00%;
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(b) If the interest on this Bond should become
subject to federal income taxation pursuant to a "Determi-
nation of Taxability" as that term is defined in Section
4.07 of the Loan Agreement hereinafter referred to and
upon receipt by the Company hereinafter referred to from
the Lender of notice of the Determination of Taxability,
the then current interest rate shall be immediately in-
creased to twenty percent (20.08) per annum and each
monthly installment thereafter payable shall be according-
ly increased to amortize the remaining Principal Balance
over the remainder of the thirty (30) year term with
interest at said increased rate; and in addition the City
shall pay forthwith to the Lender, but solely from the
revenues derived from the Loan Agreement, an amount of
interest equal to the aggregate difference between (i) the
monthly payments theretofore made to the Lender on this
Bond between the "Date of Taxability" as that term is
defined in the Loan Agreement hereinafter referred to and
the effective date of the rate increase and (ii) the
monthly payments which would have been made during such
period if the increased rate had been in effect; all as
provided in Section 4.07 of the Loan Agreement; provided
that the Lender may require the City, but solely from
revenues derived from the Loan Agreement, to pay the
remaining Principal Balance of this Bond, plus accrued
interest thereon, upon 10 days written notice, without any
prepayment premium.
(c) If on the Rate Adjustment Date, Net Operating
Revenues (as defined in the Loan Agreement hereinafter
described) are less than 1208 of the annual principal and
interest due on this Bond in the next succeeding twelve
month period, the City, but only from revenues available
under the Loan Agreement, shall pay the remaining Princi-
pal Balance hereof to the Lender, upon its prior written
request, on December 1, 1987.
(d) All principal of the Bond which remains unpaid
on November 1, 1992 will be immediately due and payable on
that date.
2. Interest shall be computed on the basis of a three
hundred sixty (360) day year, but interest shall be charged for
the actual number of days principal is unpaid.
3. If any payment on this Bond is not made in full
within ten (10) days after written notice to the Company, the
Lender may, at its option, assess and collect, and the City
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shall pay, but only from revenues received from the Company, a
service charge of four percent (4%) of the payment then delin-
quent.
4. Principal and interest due hereunder shall be payable
at the principal office of the Lender, or at such other place
as the Lender may designate in writing.
5. This Bond is issued by the City to provide funds for
a project, as defined in Section 103 of article 3, title 29,
C.R.S. 1973, as amended (the "Act"), consisting of the acquisi-
tion and construction of a business and commercial facility on
real estate located in the City, pursuant to a Loan Agreement
dated as of October 1, 1982, among the City, the Lender and
Ridge Village Partnership (the "Company") (the "Loan Agree-
ment"), and, further, this Bond is issued pursuant to and in
full compliance with the Constitution and laws of the State of
Colorado, particularly the Act and an ordinance duly adopted by
the City Council on September 27, 1982 (the "Ordinance").
6. This Bond is secured by (i) a Deed of Trust from the
Company as grantor, in favor of the Lender, (ii) a Security
Agreement under the Uniform Commercial Code and (iii) an As-
signment of Leases and Rents from the Company to the Lender.
This Bond is subject to all the terms, conditions and provi-
sions thereof.
7. The Lender may extend the times of payments of inter-
est and/or principal due on this Bond, including the date of
the final payment on this Bond, without notice to or consent of
any party liable hereon and without releasing any such party.
In no event, however, may the final payment on this Bond be
extended beyond forty (40) years from the date hereof.
8. The City may prepay all or a portion of the Principal
Balance on any interest payment date upon sixty (60) days
written notice to the Lender, beginning on December 1, 1987, at
the prices (expressed as a percentage of principal) set forth
in the following table, plus interest accrued thereon to the
prepayment date.
Interest Payment
Dates
Prepayment Prices
(as a percentage of
principal)
December
1,
1987
- November
1,
1988
105.0%
December
1,
1988
- November
1,
1989
104.5
December
1,
1989
- November
1,
1990
104.0
December
1,
1990
- November
1,
1991
103.5
December
1,
1991
- November
1,
1992
103.0
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No partial prepayment shall change the amount or extend the
time of payment of any installment payable hereunder.
9. This Bond is further subject to prepayment, without a
prepayment penalty, (i) in whole or in part, upon the occur-
rence of certain events of damage to, or destruction or condem-
nation of, the Project, (ii) in whole, upon a Determination of
Taxability, and (iii) in whole, upon the option of Company, if
on the Rate Adjustment Date the interest rate on this Bond is
adjusted above the rate of 13.75%, all as specified in the Loan
Agreement, the Deed of Trust and the Ordinance.
10. The monthly payments due under paragraph 1 hereof
shall continue to be due and payable in full until the entire
Principal Balance and accrued interest due on this Bond have
been paid, regardless of any partial prepayment made hereunder.
11. As provided in the Ordinance and subject to certain
limitations set forth therein, this Bond is transferable upon
the books of the City at the office of the City Clerk, by the
Lender in person 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 its duly authorized agent. Upon
such transfer the City Clerk will note the date of registration
and the name and address of the new registered Lender in the
registration blank appearing below. The City may deem and
treat the person in whose name the Bond is last registered upon
the books of the City as the absolute owner hereof, whether or
not overdue, for the purpose of receiving payment of or on the
account of the Principal Balance, prepayment price or interest
and for all other 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 City shall not be affected
by any notice to the contrary.
12. THIS BOND AND INTEREST THEREON AND ANY PENALTY OR
PREMIUM DUE HEREUNDER ARE PAYABLE SOLELY FROM THE REVENUES AND
PROCEEDS DERIVED FROM THE LOAN AGREEMENT, THE DEED OF TRUST AND
THE SECURITY AGREEMENT, AND SHALL NEVER CONSTITUTE THE DEBT OR
INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY PROVISION OR
LIMITATION OF THE STATE CONSTITUTION OR STATUTES OR THE CITY'S
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.
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13. It is agreed that time is of the essence in the
performance of this Bond. In the event of failure by the City
to pay when due any monthly installment of principal or inter-
est or any premium or penalty due hereunder, or if an Event of
Default shall occur, as set forth in the Loan Agreement, then
the Lender shall have the right and option by written notice to
the City and the Company to declare the Principal Balance and
accrued interest thereon immediately due and payable. Failure
to exercise such option at any time shall not constitute a
waiver of the right to exercise the same at any subsequent time.
14. The remedies of the Lender, as provided herein and in
the Deed of Trust, the Security Agreement, the Loan Agreement
and the Assignment of Leases and Rents, are not exclusive and
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.
15. The Lender shall not be deemed, by any act of omis-
sion or commission, to have waived any of its rights or reme-
dies 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 construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.
16. This Bond has been issued without registration under
state or federal or other securities laws, pursuant to an
exemption for such issuance; and accordingly the Bond may not
be assigned or transferred in whole or part, nor may a partici-
pation interest in the Bond be given pursuant to any participa-
tion agreement, except in accordance with applicable registra-
tion requirements or an applicable exemption from such regis-
tration requirements, and the City Clerk may require an opinion
of qualified counsel as to the existence of such an exemption
before transferring this Bond on the books of the City.
IT IS HEREBY CERTIFIED AND RECITED that all conditions,
acts and things required to exist, happen and be performed
precedent 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.
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IN WITNESS WHEREOF, the City has caused this Bond to be
duly executed in its name by the manual signatures of the Mayor
and the City Clerk, and the City Clerk has caused the City seal
to be affixed hereto, and has caused this Bond to be dated
September 27-F 1982.
CITY OF WHEAT RIDGE, COLORADO
(SEAL]
By
Mayor
City Clerk
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid Principal Balance of this Bond
and the interest accruing thereon is registered on the books of
the City of Wheat Ridge, Colorado, in the name of the holder
last noted below.
Date of Name and Address Signature of City
Registration of Registered Owner Clerk or Deputy
2.2. The Bond
The Bond shall be payable at the times and in the manner,
and shall be subject to such other terms and conditions as are
set forth in the form thereof included as Section 2.1 of this
Ordinance. The net effective interest rate on the Bond shall
not exceed nineteen percent (19%) per annum, unless there shall
have been a "Determination of Taxability," in which case the
net effective interest rate on the Bond shall not exceed
twenty-one percent (21.0%) per annum. Subject to the forego-
ing, the Bond shall bear interest at the rate set forth in the
form thereof included as Section 2.1 of this Ordinance.
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2.3. Execution
The Bond shall be executed on behalf of the City by the
signatures of the Mayor and the City Clerk and shall be sealed
with the seal of the City. In case any officer whose signature
shall appear on the Bond shall cease to be such officer before
the delivery of the Bond, such signature shall nevertheless be
valid and sufficient for all purposes, the same as if he or she
had remained in office until delivery.
2.4. Delivery of the Bond
Before delivery of the Bond there shall be filed in the
office of the City Clerk the following items:
1. executed copies of the Loan Agreement, the Assignment
of Leases and Rents, the Deed of Trust and the Security Agree-
ment;
2. an opinion of Counsel for the Company in scope and
substance satisfactory to Bond Counsel as to the authority of
the Company to enter into the transaction and other related
matters;
3. the opinion of Bond Counsel as to the validity and
tax exempt status of the Bond; and
4. such other documents and opinions as Bond Counsel may
reasonably require for purposes of rendering its opinion re-
quired in subsection (3) above or that the Lender may require
for the closing.
2.5. Issuance of New Bonds
Subject to the provisions of Section 2.9 hereof, the City
shall, at the request and expense of the Lender, issue new
Bonds, in aggregate outstanding principal amount equal to that
of the Bond surrendered, and of like tenor except as to number,
principal amount and the amount of the monthly installments
payable thereunder, and registered in the name of the Lender or
such transferee as may be designated by the Lender.
2.6. Registration of Transfer
The City will cause to be kept at the office of the City
Clerk a record of the Bond or Bonds outstanding and on which,
subject to such reasonable regulations as it may prescribe, the
City shall provide for the registration of transfers of owner-
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ship of the Bond. The Bond shall be transferable by the Lender
in person or by its attorney duly authorized in writing, upon
surrender of the Bond together with a written instrument of
transfer, duly executed by the Lender or its duly authorized
agent. Upon such transfer the City Clerk shall note the date
of registration and the name and address of the new Lender in
such record and in the registration blank appearing on the Bond.
2.7. Mutilated, Lost or Destroyed Bond
In case any Bond issued hereunder shall become mutilated
or be destroyed or lost, the City shall, if not then prohibited
by law, cause to be executed and delivered, a new Bond of like
outstanding principal amount, number and tenor in exchange and
substitution for and upon cancellation of such mutilated Bond,
or in lieu of and in substitution for such Bond destroyed or
lost, upon the Lender's paying the reasonable expenses and
charges of the City in connection therewith, and in the case of
a Bond destroyed or lost, the filing with the City of evidence
satisfactory to the City that such Bond was destroyed or lost,
and furnishing the City with indemnity satisfactory to it. If
the mutilated, destroyed or lost Bond has already matured or
been called for redemption in accordance with its terms it
shall not be necessary to issue a new Bond prior to payment.
2.8. Ownership of Bond
The City may deem and treat the person in
Bond is last recorded as the absolute owner of
the purpose of making payment of or on account
Balance, redemption price and interest and for
poses whatsoever, and the City shall not be of
notice to the contrary.
2.9. Limitation on Bond Transfers
whose name the
such Bond for
of the Principal
all other pur-
fected by any
The Bond has been issued without registration under state
or other securities laws, pursuant to an exemption for such
issuance; and accordingly the Bond may not be assigned or
transferred in whole or part, nor may a participation interest
in the Bond be given pursuant to any participation agreement,
except in accordance with applicable registration requirements
or an applicable exemption from such registration requirements.
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ARTICLE III
REDEMPTION OF BOND BEFORE MATURITY
3.1. Redemption
1. In the event of damage to or destruction of the
Project or condemnation of the Project or any part thereof, the
Bond shall be subject to prepayment and redemption to the
extent and in the manner set forth in Section 5.02 of the Loan
Agreement and in the Deed of Trust.
2. The Bond may be otherwise prepaid and redeemed in
accordance with the provisions of the Bond.
3.2. Termination of Interest
Upon payment of any prepayment amount to the Lender and
the giving of requisite notice, if any, the principal amounts
prepaid shall, after such date, cease to bear interest.
ARTICLE IV
GENERAL COVENANTS
4.1. Payment of Principal and Interest
The City covenants that it will promptly pay or cause to
be paid the principal of and interest on the Bond at the place,
on the dates, from the source and in the manner provided herein
and in said Bond. The principal and interest are payable
solely from and secured by revenues and proceeds derived from
the Project and payable pursuant to the Loan Agreement and the
Deed of Trust, which revenues and proceeds are specifically
pledged to the payment thereof in the manner and to the extent
specified in the Bond, the Loan Agreement and the Deed of
Trust; and nothing in the Bond or in this ordinance shall be
considered as assigning, pledging or otherwise encumbering any
other funds or assets of the City.
4.2. Performance of and Authority for Covenants
The City covenants that it will faithfully perform at all
times any and all covenants, undertakings, stipulations and
provisions contained in this Ordinance, in the Bond executed,
authenticated and delivered hereunder and in all proceedings of
the City Council pertaining thereto; that it is duly authorized
under the Constitution and laws of the State of Colorado,
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including particularly and without limitation the Act, to issue
the Bond authorized hereby, pledge the revenues and assign the
Loan Agreement in the manner and to the extent set forth in
this Ordinance, the Bond and the Loan Agreement; that all
action on its part for the issuance of the Bond and for the
execution and delivery thereof has been duly and effectively
taken; and that the Bond in the hands of the Lender is and will
be a valid and enforceable obligation of the City according to
the terms thereof.
4.3. Enforcement and Performance of Covenants
The City agrees to perform all covenants and other provi-
sions pertaining to the City contained in the Bond and the Loan
Agreement.
4.4. Nature of Securit
Notwithstanding anything contained in the Bond, the Deed
of Trust, the Loan Agreement or any other document referred to
in Section 2.4 of this Ordinance, the Bond shall never consti-
tute the debt or indebtedness of the City within the meaning of
any provision or limitation of the constitution or statutes of
the State of Colorado or the City's 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;
and the City, its agents, officers and employees shall not be
subject to any personal or pecuniary liability thereon.
ARTICLE V
MISCELLANEOUS
5.1. Severability
If any provision of this Ordinance shall be held or deemed
to be, or shall, in fact, be, inoperative or unenforceable as
applied in any particular case in any jurisdiction or jurisdic-
tions or in all jurisdictions or in all cases because it con-
flicts with any provisions of any constitution or statute or
rule or public policy, or for any other reason, such circum-
stances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions
herein contained invalid, inoperative or unenforceable to any
extent whatever. The invalidity of any one or more phrases,
sentences, clauses or paragraphs in this Ordinance shall not
affect the remaining portions of this Ordinance or any part
hereof.
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5.2. Reliance
In authorizing this Ordinance and the issuance and sale of
the Bond, the City Council is relying in part upon representa-
tions made by the Company and the Lender for information con-
cerning the Company and the Project and the Lender and the
purchase of the Bond, respectively.
5.3. Authorization to Execute Aqreements
The forms of the proposed Loan Agreement, the Assignment
of Loan Agreement, the Inducement Letter and the Offer to
Purchase are hereby approved in substantially the form pre-
sented to the City Council; and the Mayor and the City Clerk
are authorized to execute the Loan Agreement, the Inducement
Letter and the Offer to Purchase in the name of and on behalf
of the City and such other documents as Bond Counsel considers
appropriate in connection with the issuance of the Bond. In
the event of the absence or disability of the Mayor or the City
Clerk, such officers of the City as, in the opinion of the City
Attorney, may act in their behalf, shall without further act or
authorization of the City Council do all things and execute all
instruments and documents required to be done or executed by
such absent or disabled officers.
5.4. Authority to Correct Errors, Etc.
The Chairman and the City Clerk are hereby authorized and
directed to make or agree to any alterations, changes or addi-
tions in the instruments hereby approved as the Mayor and the
City Attorney deem necessary or proper to accomplish the pur-
poses of this Ordinance, the signatures of the Mayor and the
City Clerk on the instruments to be conclusive evidence of such
approval; provided, however, no alteration, change or addition
shall be made which shall alter the maximum net effective
interest rate, denomination, date, maturities, form, interest
rates, registration privileges, manner of execution, places of
payment or terms of prepayment of the Bond or which shall
increase the aggregate principal amount of the Bond authorized
by the Board or in any way give rise to a pecuniary liability
of the City or a charge against its general credit or taxing
powers with respect to the Bond.
5.5. Further Authority
The Mayor and the City Clerk and other proper City offi-
cials, and each of them, are hereby authorized to execute and
deliver for and on behalf of the City any and all additional
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certificates, documents, and other papers and to perform all
other acts they may deem necessary or appropriate in order to
implement and carry out the matters herein authorized.
5.6. This Ordinance shall take effect one day after final
publication.
INTRODUCED, READ, AND ADOPTED on first reading by a vote of 4 to 2
with I abstention on this 13th day of September , 1982; ordered
published in full in a newspaper of general circulation in the
City of Wheat Ridge and Public Hearing and consideration on
final passage set for September 27, , 1982, at 7;30 o'clock
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 _6 to 0 this 27th day of September ,
1982.
SIGNED by the Mayor on this 29th day of September 1982•
Frank Stites, Mayor
ATTEST:
r
Carol F. Hampf, City erk
1st Publication: September 16, 1982
2nd Publication October 7, 1982
Wheat Ridge Sentinel
Effective Date: October 8, 1982
APPROVED AS TO FORM BY OFFICE
OF CITY A ORN
,
~a -54
E. Hayes