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
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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
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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
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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
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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
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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
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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
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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.
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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
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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;
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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,
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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
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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.
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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
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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