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HomeMy WebLinkAboutOrdinance-1983-0525INTRODUCED BY COU14CIL MEMBER ORE ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $3,800,000 AGGREGATE PRI14CIPAL AMOUNT OF CITY OF WHEAT RIDGE, COLORADO, I14DUSTRIAL DEVELOPME14T REVENUE BONDS (CERTIFICATE OF DEPOSIT PROGRAM) 1983 SERIES A LIBERTYVILLE FEDERAL SAVINGS AND LOAN ASSOCIATION, AND 1983 SERIES B FIRST SECURITY SAVINGS AND LOAN - - - - - - ASSOCIATION, TO FINANCE PROPERTY SUITABLE FOR COMMERCIAL OR BUSINESS ENTERPRISES; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN; AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF TWO, DEPOSIT AGREEMENTS, TWO TRUST INDENTURES, A BOND PURCHASE AGREEMENT, SAID BONDS AND CLOSING DOCUMENTS IN CONNECTIO14 THEREWITH; AND REPEALING ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH. WHEREAS, the City of Wheat Ridge, Colorado (the "Issuer") is a legally and regularly created, established municipal corporation organized and existing under the provisions of the Constitution and laws of the State of Colorado (the "State"); and WHEREAS, the legislature of the State of Colorado, in the County and Municipal Development Bonds Act, Title 29, Article 3, Colorado Revised Statutes 1973, as amended (the "Act"), has found and declared it to be a public purpose for municipalities to promote industry and develop trade or other economic activity by, among other things, inducing profit or nonprofit corporations and commercial or business enterprises to locate, expand or remain in the State, mitigate the serious threat of extensive unemployment in parts of the State, secure and maintain a balance and stable economy in all parts of the State; and WHEREAS, in furtherance of the foregoing purposes, the legislature of the State has authorized municipalities such as the City to issue revenue bonds under the Act for the purposes of defraying the costs of financing, acquiring, improving and equipping any "project," including any land, building or other improvement in all real or personal proper- ties, whether or not in existence, suitable or used for or in connection with commercial enterprises and other purposes set forth in the Act; and WHEREAS, by a resolution duly adopted on February 28, 1983, the City committed itself to issue such Bonds in the aggregate principal amount not to exceed $3,800,000 in accordance with the provisions of the Act for the purposes of financing the cost of a project consisting of the acquisi- tion of land and the construction and furnishing thereon of a 128 unit motel in the City (the "Project") by Prime Rate Motel Wheat Ridge Partnership (the "Partnership"), a Minnesota general partnership having Prime Rate, Inc., a Minnesota corporation, as general partner; and -2- WHEREAS, the City desires to authorize and issue $3,420,000 aggregate principal amount of its City of Wheat Ridge, Colorado, Industrial Development Revenue Bonds (Certificate of Deposit Program) 1983 Series A Liberty- ville Federal Savings and Loan Association (the "1983 Series A Bonds") and $380,000 aggregate principal amount of its City of Wheat Ridge, Colorado, Industrial Development Revenue Bonds (Certificate of Deposit Program) 1983 Series B First Security Savings and Loan Association (the "1983 Series B Bonds"); and WHEREAS, the 1983 Series A Bonds and the 1983 Series B Bonds (collectively the "Bonds") will be issued under and secured by two separate Trust Indentures to be dated as of April 1, 1983 (the "Indentures"), from the City to Central Bank & Trust Company of Denver, d/b/a Central Bank of Denver, as Trustee (the "Trustee"); and WHEREAS, pursuant to two separate Deposit Agreements to be dated as of April 1, 1983 (the "Deposit Agreements"), among the City, the Trustee, the Partnership and the Libertyville Federal Savings and Loan Association or First Security Savings and Loan Association (collectively, the "Lenders") the proceeds of the Bonds will be used by -3- the City to purchase two separate Certificates of Deposit of the Lenders (the "Certificates"), and the Lenders will agree to lend the proceeds of such deposits to the Partner- ship for the acquisition, construction and furnishing of the Project; and WHEREAS, George K. Baum & Company, (the "Underwri- ters") proposes to enter into a Bond Purchase Agreement with the City under which the Underwriter will agree to purchase the Bonds upon the terms and conditions therein stated; and WHEREAS, a Preliminary Official Statement dated April 4, 1983 (the "Preliminary Official Statement") has been prepared and circulated in connection with the public offering of the Bonds, setting forth, among other things, the plan of financing and the material facts relating to the terms of the Bonds and the security therefore; and WHEREAS, it is necessary to authorize the issuance of the Bonds by ordinance and to approve the form of and authorize the execution of documents in connection therewith; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO, THAT: Section 1. Approval of Project and Financing. The prior approval of the Project by the City is hereby confirmed and the plan of financing and transactions described -4- herein and in the Preliminary Offical Statement are hereby approved. Section 2. Bond Authorization. To defray the cost of financing the Project, there is hereby authorized and created an issue of two series of revenue bonds to be designated as "City of Wheat Ridge, Colorado, Industrial Development Revenue Bonds (Certificate of Deposit Program), 1983 Series A Libertyville Federal Savings and Loan Association", in the aggregate principal amount of $3,420,000 City of Wheat Ridge, Colorado, Industrial Development Revenue Bonds (Certificate of Deposit Program), 1983 Series B First Security Savings and Loan Association" in the aggregate principal amount of $380,000, both series of Bonds to be dated as of April 1, 1983. Section 3. Purchase of Certificate. The Issuer shall finance the Project by depositing the proceeds of the Bonds with the Lenders, upon receipt of the Certificates by the Issuer from the Lenders in the aggregate principal amount of $3,800,000. The Certificate issued by Liberty- ville Federal Savings and Loan Association in the amount of $3,420,000 and the Certificate issued by First Security Savings and Loan Association in the amount of $380,000 shall be pledged by the Issuer to the Trustee under the -5- Indentures for the purpose of securing payment of the principal of, premium, if any, and interest on the 1983 Series A Bonds and the 1983 Series B Bonds, respectively. Section 4. Bond Details. The Bonds shall bear interest from April 1, 1983, payable semiannually commencing on October 1, 1983 and on each April 1 and October 1 there- after until maturity or prior redemption, at a rate not to exceed thirteen percent (13%) per annum. The net effective interest rate on the Bonds shall not exceed thirteen percent (13%) per annum. The Bonds shall mature on April 1, 1998 and shall be issuable solely as fully registered bonds in denominations of $5,000 or integral multiples thereof. The Bonds shall be subject to redemption shall be executed and shall be payable all as set forth in the Indentures. The Bonds shall be in substantially the form provided for in the Indentures. The Bonds shall be sold to the Underwriter at a private sale for a purchase price not less than to 100% of the principal amount of the Bonds plus accrued interest to the date of delivery, all in accordance with the Bond Purchase Agreement. The costs and expenses incurred in connection with the issuance of the Bonds, including compensation to the Underwriter, shall be paid by -6- the Lenders in the manner and from the source set forth in the Deposit Agreements. Section 5. Form of Documents. The forms, terms and provisions of the Deposit Agreements, (including the form of the Certificates attached thereto), the Indentures, and the Bond Purchase Agreement submitted to this meeting are hereby approved and the City shall enter into the Deposit Agreements, the Indentures and the Bond Purchase Agreement substantially in such forms but with such changes therein as are consistent herewith and as the officers of the City executing such documents shall approve, their execution thereof being deemed conclusive of their approval of any such changes; and the Mayor of the City and the Mayor Pro Tem are, and each of them hereby is, authorized and directed to execute and deliver such documents and the City Clerk or any Deputy City Clerk are, and each of them hereby is, authorized and directed to affix the seal of the issuer to, and to attest, such documents in substantially the forms of each of such documents presented at this meeting. Section 6. Bond Form. The form, terms and pro- visions of the Bonds, in substantially the form contained in the Indentures, are hereby approved; and the Mayor is hereby authorized and directed to manually sign or to cause his facsimile -7- signature to be affixed to the Bonds; the City Clerk is hereby authorized and directed to attest the Bonds with his manual_or facsimile signature, and each is authorized to deliver the Bonds in the form contained in the Indentures but with such changes therein as are consistent with the Indentures and this Ordinance and as the officers of the City so executing the Bonds shall approve, their execution and delivery thereof being deemed conclusive of their approval of any such changes. The seal of the City is hereby authorized and directed to be imprinted on the Bonds. Section 7. Official Statement. The Preliminary Official Statement and all actions heretofore taken by the officers and employees of the City in connection with the distribution of the Preliminary Official Statement are hereby approved, ratified and confirmed; and the officers of the City are hereby authorized and directed to assist in the preparation and distribution of a final official Statement in substantially such form with such changes therein as are consistent therewith and as such officers shall approve. Section 8. Trustee. Central Bank & Trust Company d/b/a Central Bank of Denver with its principal office located at Denver, Colorado, is hereby approved as Trustee and paying agent. -8- Section 9. Additional Action. The officers of the City shall take all action which they deem necessary or reasonably required in conformity with the Act in connection with the issuance of the Bonds, and for carrying out, giving effect to and consummating the transactions contemplated by this Ordinance, the Deposit Agreements, the Indentures, the Bond Purchase Agreement and the Preliminary Official Statement, including without limitation the execution and delivery of any closing documents to be delivered in connec- tion with the sale and delivery of the Bonds. Section 10. Limited Obligations. The Bonds to- gether with interest payable thereon are special, limited obligations of the City payable solely as provided in the Indenture. The Bonds or interest payable thereon shall never constitute the debt or indebtedness of the City, the State or any political subdivision thereof within the meaning of any provision or limitation of the Constitution or statutes of the State, nor shall anything contained in this Ordinance or in the Bonds, the Deposit Agreements, the Indentures, the Bond Purchase Agreement or any other instrument constitute or give rise to a pecuniary liability of, or a charge against the general credit or taxing power of, the City, nor shall the breach of any agreement contained in this Ordinance, or any -9- j l._ of the above-mentioned documents or instruments, impose any pecuniary liability upon the City, the City having no power to pay out of its general fund or otherwise contribute any part of the costs of financing the Project, nor shall the City condemn any land or other property for the Project nor contribute any land or other property to the Project. Section 11. Determinations. determined and declared that: It is hereby found, (a) the amount necessary in each year to pay the principal of and the interest on the Bonds, is as set forth in Exhibit A attached hereto; (b) no reserve fund shall be established in connection with the issuance of the Bonds unless the Underwriter determines that such a reserve fund is necessary to market the Bonds; (c) the Deposit Agreements provides that the Partnership shall maintain the Project and carry all proper insurance with respect thereto; (d) the payments under the Certificates are calculated to be sufficient to pay the principal of, interest on, and any premium due in connection with the Bond when due; -10- the Project constitutes a project autho- rized by and described in Section 29-3-103(10) of the Act, and will serve a valid public purpose; (f) the issuance and sale of the Bonds, the execution and delivery of the Deposit Agreements, the Indentures and the Bond Purchase Agreement, the per- formance of all covenants and agreements of the City contained therein, and all actions required under the laws of the State of Colorado to make the such documents and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (g) 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 Deposit Agreements, the Indentures, the Bond Purchase Agreement or the Bonds, (ii) owns any interest in the Project or the Partnership or either of the Lenders (other than a retail account with a Lender), (iii) is a director, officer or employee of the Partnership or a Lender, (iv) will be involved in supervising the completion of the Project, or (v) will receive any commission, -11- bonus or other remuneration for or in respect to the Project, the Deposit Agreements, the Indentures, the Bond Purchase Agreement or the Bonds. Section 12. Bond Ordinance Irrepealable. After the Bonds are issued, this Bond Ordinance shall constitute an irrevocable contract between the City and the holders of the Bonds and shall be and remain irrepealable until the principal of, premium, if any, and interest on all Bonds shall be fully paid, cancelled and discharged. Section 13. Ratification. All action heretofore taken by the City and by the officers thereof not inconsistent herewith directed toward the financing of the Project and the issuance and sale of the Bonds is hereby ratified, approved and confirmed. Section 14. Repealer. All acts, orders, resolu- tions, 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 15. 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 -12- portions 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. Section 16. 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 preservation of health and safety for the protection of public convenience and welfare. The City Council further determines that this Bond Ordinance bears a rational relation to these objectives. Section 17. Limitation of Actions. Pursuant to Section 29-3-122 of the Act, no action shall be brought questioning the legality of the Deposit Agreements, the Indentures, the Bond Purchase Agreement, the Bonds, or any other document or proceeding executed in connection with the Project on and after thirty days from the effective date of this Bond Ordinance. Section 18. Effective Date. This Bond Ordinance shall take effect immediately upon final publication. -13- INTRODUCED, READ, AND ADOPTED on first reading by a vote of 6 to 2 on this 28th day of March, 1983; ordered published in full in a newspaper of general circula- tion in the City of Wheat Ridge; and Public Hearing and consideration on final passage set for April 11, 1983, at 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 2 this 11th day of April, 1983. SIGNED by the Mayor on this 12th day of April, 1983. Mayor ATTEST: City 1st Publication March 31, 1983 2nd Publication April 14, 1983 Wheat Ridge Sentinel Effective Date Immediately APP VED AS TO FORM-13Y OFFICE OF CITY ATTORNEY w c:__ r -14- ( ..1I EXHIBIT A Debt Service Schedule October 1, 1983 and April 1 en- October 1 of-each year thereafter to and including October 1 1997 April 1, 1998 Interest Principal $171,000 0 $ 171,000 $171,000 $3,800,000 $3,971,000