HomeMy WebLinkAboutOrdinance-1998-1121
CITY OF WHEAT RIDGE, COLORADO
INTRODUCED BY COUNCIL MEMBER DITULLIO
COUNCIL BILL 24
ORDINANCE NO 1121
SERIES OF 1998
TITLE
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
CERTIFICATES OF PARTICIPATION, SERIES 1998, OF THE
CITY OF WHEAT RIDGE, COLORADO, IN THE MAXIMUM
AGGREGATE PRINCIPAL AMOUNT OF $14,900,000,
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CITY OF A GROUND LEASE AGREEMENT, A LEASE
PURCHASE AND SUBLEASE AGREEMENT AND AN
OFFICIAL STATEMENT, APPROVING THE FORM OF A
MORTGAGE AND INDENTURE OF TRUST, RATIFYING
ACTION PREVIOUSL Y TAKEN CONCERNING THE
CERTIFICATES, AND PROVIDING OTHER MATTERS
RELATING THERETO
WHEREAS, the CIty of Wheat RIdge, Jefferson County, Colorado (the "City") IS a
duly organized and eXlstmg home rule mUniCIpality of the State of Colorado, created and operatmg
pursuant to ArtIcle XX of the ConstItutIOn of the State of Colorado and the home rule charter of the
City (the "Charter"), and
WHEREAS, pursuant to Chapter XII of the Charter, the CIty IS authonzed to enter
mto one or more leases or lease-purchase agreements for land, buildmgs, eqUIpment and other
property for governmental or propnetary purposes, and
WHEREAS, the City Council has determmed, and hereby deems, It IS In the best
mterest of the City and ItS mhabltants that the CIty and the Wheat Ridge RecreatIOn Center Finance
Authonty (the "Lessor") enter mto a Ground Lease Agreement dated as ofJuly 1, 1998 (the "Ground
Lease") and a Lease Purchase and Sublease Agreement dated as ofJuly I, 1998 (the "Lease"), whIch
prOVIde for the leasmg of a parcel ofland (the "SIte") by the City to the Lessor and the acqUIsitIOn,
constructIon and eqUIpping thereon of a recreational facilIty (the "Project") by the Lessor and the
leasmg of the Project and the subleasmg of the SIte by the Lessor to the City; and
WHEREAS, to accomplish the purposes of the Ground Lease and the Lease, the
Lessor and The Bank of Cherry Creek, N.A, as Trustee (the "Trustee"), will enter mto a Mortgage
and Indenture of Trust dated as of June I, 1998 (the "Indenture"), pursuant to whIch there will be
Issued certam CertIficates of Participation (Recreation Center Project), Senes 1998, dated July I,
1998, in the maximum aggregate pnnclpal amount of $14,900,000 (the "Certificates"), and
WHEREAS, the obligation of the City to pay Base Rentals and Additional Rentals
(both as defined In the Lease) shall be from year to year only; shall constitute currently budgeted
expendItures of the CIty; shall not constltute a mandatory charge or reqUIrement many ensumg
budget year; and shall not constitute a general obligatIOn or other mdebtedness or multiple fiscal year
financIal obhgatlOn of the City wlthm the meamng of any constitutIOnal, statutory or Charter
limitation or reqUirement concermng the creatIOn of mdebtedness or multiple fiscal year finanCial
obligations, nor a mandatory payment obligatIOn of the City many ensumg fiscal year beyond any
fiscal year during which the Lease shall be m effect; and
WHEREAS, the Certificates shall eVidence assignments of proportIOnate undiVided
mterests m the nghts to receive certam Revenues (as defined m the Lease), shall be payable solely
from the sources therem proVided, and shall not constitute a general obligatIOn or other mdebtedness
or multiple fiscal year financIal obligation of the City wlthm the meanmg of any constitutIOnal,
statutory or Charter limitation or reqUirement concernmg the creatIOn of mdebtedness or multiple
fiscal year financIal obhgatlOns, nor a mandatory payment obligatIOn of the City many ensumg fiscal
year beyond the current fiscal year; and
WHEREAS, neither the Lease nor the Issuance of the Certificates shall directly or
mdirectly obligate the City to make any payments beyond those appropnated for any fiscal year
dunng which the Lease shall be m effect; and
WHEREAS, the City has determmed, and does hereby declare, that the proposal (the
"Purchase Agreement") submitted by Hamfen, Imhoff Inc and Dam Rauscher Incorporated
(collectively, the "Purchaser") for the purchase of the Certificates at the purchase pnce as set forth,
and otherwise upon the terms and provIsions provided therein IS a responsible proposal to the best
advantage of the City; and
WHEREAS, there have been presented to the City Council at thiS meeting: (i) the
proposed form of the Ground Lease, (ii) the proposed form of the Lease, (ili) the proposed form of
the Indenture, (iv) the proposed form of the Continuing Disclosure Certificate (the "Contmumg
Disclosure Certificate") to be proVided by the City; (v) the proposed form of the Purchase
Agreement; (vi) the proposed form of Prelimmary Official Statement (the "Prehminary OffiCIal
Statement") relatmg to the Certificates, and (vn) the Letter of Representations With Depository Trust
Company ("DTC") (the "Letter of RepresentatIOns"), and
WHEREAS, no member of the City Council has any conflict of mterest or IS
mterested many pecumary manner m the issuance of the Certificates,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE,
COLORADO
Section 1 Short Title ThiS Ordinance shall be known and may be cited by the
short title "Certificates of ParticipatIOn (Recreation Center ProJect), Senes 1998 Ordinance"
Section 2 Ratification and Approval of Pnor ActIOns All action heretofore
taken (not mconslstent With the proVISIons of this ordmance) by the City Councilor the officers or
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agents of the City Councilor the City relating to the authonzatlOn, sale, Issuance and dehvery of the
Certificates (includmg without hmltatlOn, executIOn and dehvery of the Reimbursement
Amendment, preparation and distributIOn of the Prehmmary OfficIal Statement and quahficatIon of
the Certificates for book-entry with DTC), IS hereby ratIfied, approved and confirmed. The
designatIOn of the Prehmmary OffiCial Statement by the City's City Manager as a "nearly final
Official Statement" for purposes of Rule 15c2-12 of the US Securities and Exchange Commission
IS hereby ratified, approved and confirmed.
SectIon 3 Finding of Best Interests. The City Council hereby finds and
determmes, pursuant to the ConstItutIOn, the laws of the State of Colorado and the Charter, that the
acqUIsItIon, construction, eqUIppmg and leasmg of the Project under the terms and provIsions set
forth m the Lease, the Indenture and the Ground Lease IS necessary, convement and m furtherance
of the City's purposes and is in the best interests of the mhabltants of the City; and the City Council
hereby authonzes and approves such acqUISItIon, constructIOn, eqUIppmg and leasmg ofthe ProJect,
all under the terms and proVIsions of the Ground Lease, the Lease and the Indenture
SectIOn 4 Approval of Ground Lease and Lease The Ground Lease and the
Lease, each m substantially the form presented to thiS meetmg of the City Council, are m all respects
approved, authonzed and confirmed, and the Mayor of the City IS authonzed and directed to execute
and deliver the Ground Lease and the Lease in substantially the forms and With substantIally the
same contents as presented to thIS meetmg of the City Council, for and on behalf of the City
SectIon 5 Approval of Indenture The City Council hereby approves the
execution and delivery by the Lessor and the Trustee of the Indenture m substantially the form and
WIth substantIally the same contents as presented to thiS meetmg of the CIty Council.
Section 6 Approval of ASSIgnment. The City Council hereby acknowledges and
consents to the aSSIgnment by the Lessor to the Trustee, pursuant to the Indenture, of all nght, title
and mterest of the Lessor m, to and under the Lease and the Ground Lease
SectIOn 7 Approval of Certificates. The City Council hereby acknowledges and
consents to the Issuance and sale of the CertIficates pursuant to the Indenture The City CounCil
hereby acknowledges and approves the form, terms and provlslons of the Certificates contamed m
the Indenture, m substantially the form presented to thiS meetmg ofthe City Council The City Clerk
IS hereby authonzed and dIrected to affix her signature or a facsimile thereof to authenticate the
CertIficates, as proVided in the Indenture.
SectIon 8 Approval of Purchase Agreement. The CIty Council does hereby
accept and approve the Purchase Agreement as submitted by the Purchaser, and the Certificates shall
be sold to the Purchaser upon the terms, conditIons and provisions as set forth m the Purchase
Agreement provlded that the maximum pnnclpal amount of the Certificates shall not exceed
$14,900,000, the mterest rate on the Certificates shall not exceed 55%, the CertIficates shall mature
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no later than December 15, 2008, and average annual pnnclpal and Interest payments (and Base
Rentals) shall not exceed $1,795,000
SectIOn 9 Approval of Official Statement. A final Official Statement, In
substantially the form of the Preliminary Official Statement presented to this meeting of the City
Council, IS in all respects approved and authonzed. The Mayor IS hereby authonzed and directed
for and on behalf of the City to execute and deliver the final Official Statement In substantially the
form and with substantially the same content as the Preliminary Official Statement presented to this
meeting of the City Council, with such changes as may be approved by the City Manager The
distributIOn by the Purchaser of the Preliminary OffiCial Statement and the final OffiCial Statement
to all Interested persons In connectIOn with the sale of the Certificates IS hereby ratified, approved
and authonzed.
SectIOn 10 AuthonzatlOn to Execute Collateral Documents. The City Clerk IS
hereby authonzed and directed to attest all signatures and acts of any offiCial of the City In
connectIOn with the matters authonzed by thiS ordinance. The Mayor and City Clerk and other
appropnate offiCials or employees of the City are hereby authorized to execute and deliver for and
on behalf of the City any and all additional certificates, documents, lllstruments and other papers,
and to perform all other acts that they deem necessary or appropnate, In order to Implement and carry
out the transactIOns and other matters authonzed by this ordlllance, including but not limited to the
executIOn of the Letter of Representations, the Purchase Agreement, the Continulllg Disclosure
Certificate, and such other certificates and affidavits as may be reasonably reqUIred by the Purchaser
The appropnate officers of the City are authonzed to execute on behalf of the City agreements
concernlllg the depOSit and lllvestment of funds in connectIOn with the transactIOns contemplated by
thiS ordinance. The execution of any lllstrument by the aforementIOned officers or members of the
City Council shall be conclusive eVidence of the approval by the City of such instrument in
accordance with the terms hereof and thereof.
SectIOn II Approval of Mortgage. The City Council hereby approves the
borrOWing by the Lessor eVidenced by the Certificates and the mortgaging of the Project pursuant
to the terms of the Indenture
SectIOn 12 No General Obligation Debt. No provIsIOn of this ordinance, the
Ground Lease, the Lease, the Indenture, the Preliminary OffiCial Statement or the final Official
Statement shall be construed as creatlllg or constltutlllg a general obligation or other indebtedness
or multiple fiscal year finanCial obligation of the City within the meaning of any constitutional or
statutory proVision, nor a mandatory charge or requirement against the City In any ensuing fiscal year
beyond the then current fiscal year The City shall not have any obligation to make any payment
With respect to the Certificates except In connectIOn With the payment of the Base Rentals (as defined
In the Lease) and certalll other payments under the Lease, which payments may be terminated by the
City In accordance with the provisions of the Lease Each Certificate shall eVidence an assignment
of a proportIOnate Interest III the nght to receive revenues under the Lease The Certificates shall not
constitute a mandatory charge or requirement of the City in any ensulllg fiscal year beyond the then
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current fiscal year, and shall not constItute or give nse to a general obligatIOn or other Indebtedness
or multiple fiscal year financIal obhgatIon of the CIty Within the meanmg of any constItutIOnal,
statutory or Charter debt limitatIOn and shall not constitute a multiple fiscal year direct or indIrect
CIty debt or other financial obhgatlon whatsoever No proVIsIon of the CertIficates shall be
construed or Interpreted as creating an unlawful delegatIOn of governmental powers nor as a donatIOn
by or a lending of the credit of the City within the mearung of SectIOns 1 or 2 of Article XI of the
Colorado ConstitutIOn. The issuance of the Certificates shall not directly or Indirectly obligate the
City to make any payments beyond those budgeted and appropriated for the City's then current fiscal
year
Section 13 Reasonableness of Rentals. The City Council hereby determines and
declares that the Base Rentals do not ex'ceed a reasonable amount so as to place the City under an
economic compulSIOn to renew the Lease or to exercise ItS optIOn to purchase the Project pursuant
to the Lease The City Council hereby determines and declares that the penod dunng which the City
has an optIOn to purchase the Project (i.e., the entire maximum term of the Lease) does not exceed
the useful Me of the Project.
Section 14 Repealer All bylaws, orders, resolutions and ordmances of the City,
or parts thereof, mconslstent herewith are hereby repealed to the extent only of such inconsistency
Tills repealer shall not be construed to revive any other such bylaw, order, resolutIOn or ordmance
of the City, or part thereof, heretofore repealed.
Section 15 Severability If any sectIOn, subsectIOn, paragraph, clause or other
proVISIon of thiS ordinance for any reason IS mvahd or unenforceable, the invalidity or
unenforceabihty of such sectIon, subsectIOn, paragraph, clause or other prOVISIOn shall not affect any
of the remalnmg prOVISIons of thiS ordinance, the mtent bemg that the same are severable.
SectIOn 16 EffectIve Date, Recording and AuthentIcation. This ordinance shall
be m full force upon passage. ThIS ordinance shall be numbered and recorded m the offiCIal records
of the City kept for that purpose, and shall be authenticated by the SIgnatures of the Mayor or Mayor
Pro- Tempore and City Clerk, and published m accordance With law
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INTRODUCED, READ AND APPROVED on first reading by a vote of8 to 0 this
8th day of June, 1998 and ordered pubhshed m full m a newspaper of general ClfculatlOn m the City
of Wheat RIdge, and a Pubhc Heanng on the Ordinance and consideratIOn on final passage set for
Monday, June 22, 1998, at 7 00 pm., In the Council Chambers, 7500 W 29th Avenue, Wheat fudge,
Colorado
INTRODUCED, READ, APPROVED AND ORDERED PUBLISHED on second
and final reading by a vote of ---6.- to -L, thIs 22nd day of June, 1998
SIGNED BY THE MAYOR ON THIS 22nd DAY OF
June
, 1998
( ! ,. ( (
""'!(t.~..l" Ic({i i /'-l{-<.{C"(
I . r
Mayor
(SEAL)
ATTESTED
AS TO FORM BY CITY
1st Publication. June 12, 1998
2nd PubhcatlOn June 26 , 1998
Wheat Ridge Transcript
Effective Date June 22 _, 1998
(Copies ofOrdmance may be obtained at the Office of the City Clerk, MUniCipal Building, 7500 W
29th Avenue, Wheat fudge, Colorado)
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STATE OF COLORADO )
)
COUNTY OF JEFFERSON ) ss
)
CITY OF WHEAT RIDGE )
1, the duly elected, qualified and actmg CIty Clerk of the City of Wheat RIdge,
Colorado (the "CIty") do hereby certIfy'
1 That the foregomg pages are a true, correct, and complete copy of an
ordinance adopted by the CIty Council (the "Council") of the CIty at a regular meetmg of the CIty
held at the Muntclpal Buildmg of the City on June 22, 1998
2 The Ordinance has been SIgned by the Mayor, sealed wIth the corporate seal
of the City, attested by me as City Clerk, and duly numbered and recorded m the offiCIal records of
the CIty; and that the same remams of record in the official records of the CIty
3 The Ordmance was duly moved and seconded and the Ordmance was
approved on first reading by a vote of ~ to ~ of the members of the Council at the regular
meeting on June 8, 1998, as follows
Those V otmg Yes
Jerry DiTullio
Lloyd Donnelly
Janelle Shaver
Donald Eafanti
Ken Siler
Ralph Mancinelli
Claudia Worth
Teri Dalbec
Those Votmg No
Those Abstamlng:
Those Absent
4 That the full text ofthe ordinance as well as the notIce of publIc heanng was
published after first reading m the Wheat Ridge Transcnpt, a newspaper of general circulatIOn within
the CIty on June 12 , 1998 The affidavIt of publicatIon IS attached hereto as Exhibit A.
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5 That folloWIng saId pubhc heanng, the passage of the Ordmance on second
reading was duly moved and seconded, and the Ordinance was finally adopted at the meetmg of June
22, 1998, by an affirmative vote of a majonty of the members of the Council as follows
Those V otmg Yes
Jerry DiTullio
Janelle Shaver
Don Eafanti
Ken Siler
Claudia Worth
Teri Dalbec
Those Voting No
Those Abstammg:
Those Absent.
Ralph Mancinelli
Lloyd Donnelly
6 The members of the Council were present at each of the meetmgs and voted
on the passage of such Ordmance as set forth above
7 There are no bylaws, rules or regulations of the Council which nught prohibit
the adoption of said Ordmance
8 The Ordmance was published by title III the Wheat Ridge Transcnpt, a
newspaper of general circulation m the City on June 26 _, 1998, and the affidaVit of
pubhcatlon IS attached hereto as Exhibit B
9 Notice of the meetmgs of June 8, 1998 and June 22, 1998, m the forms
attached hereto as Exhibit C was posted at the City MUniCipal BuildIng not less than 24 hours pnor
to each meetmg In accordance With law
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of SaId
City thIS 23rd day of June , 1998
(SEAL)
,
'i ~
~:;//:L , , , ( ;", , c r' (
City Cle~ '\
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EXHIBIT A
" HE GOLDEN TRANSCRIP
1000 10th Street, Golden, CCJ
Copy of Publication
CITY OF WHEAT RIDGE.
COLORADO
INTRODUCED BY
COUNCIL MEMBER DITULLIO
COUNCIL BILL 24
ORDINANCE NO.
SERIES OF ~
TITLE. AN ORDINANCE AUTHQRJZ
rNG THE ISSUANCE OF CERTIFI.
CATES OF PARTICIPATION, SERIES
1998, OF THE CITY OF WHEAT
RIDGE. COLORADO. IN THE MAXI-
MUM AGGREGATE PRINCIPAL
AMOUNT OF $14,900,000. AUTHO-
RIZING THE EXECUTION AND
DELIVERY BY THE CITY OF A
GROUND LEASE AGREEMENT A
LEASE PURCHASE AND SUBLEASE
AGREEMENT AND AN OFFICIAL
STATEMENT, APPROVING THE
FORM OF A MORTGAGE AND
INDENTURE OF TRUST. RATIPfING
ACTION PREVIQUSL Y TAKEN CON.
CERNING THE CERTIFICATES. AND
PROVIDING OTHER MATTERS
RELATING THERETO.
WHEREAS, the City 01 Wheat Ridge
~effe'son Coun~y, Colorado. (I,he .City")
IS a duly .o~gantzed and eX/sling home
rule muniCipality of the State 01 Col-
orado, created and operating pursuant
to Article XX of the Constitution 01 the
State of Colorado and the home rule
charter of the City (the MCharter1; and
WHEREAS. pursuant to Chapter XII of
the C~arter. the City is authorized to
enter Into one or more leases or lease-
purchase agreements for land, build-
Ings. equipment and other property for
governmental or proprietary purposes;
and
WHEREAS. the City Council has deter-
mined. and hereby deems. it is in the
best interest of the City and its inhabi-
tants that the City and the Wheat Ridge
Recreation Center Finance Authority
(the -LeSSOr-) ent.r into a Ground
Lease Agreement dated .s of July 1, ~
1998 (the -Ground lease' and a lease;.
Purchase and Sublease Agreement
dat.ed as of July 1, 1998 (the "ease-).
whICh provide for the leasing of a parcel
of land (the -Site-) by the City to the
Lessor and the acquisition, construction
and equipping thereon 01 a recreational
facility (the "Projectj by the Lessor and
the leasing of the Project and the sub--
leasing of the Site by the Lessor to the
City; and
WHEREAS. 10 accomplish the purpos-
es of the Ground Lease and the Lease.
the Lessor and The Bank of Cherry
Creek, N.A., as Trustee (the "Trustee"),
will enter into a Mortgage and Indenture
of Trust dated as 01 June 1. 1998 (the
-Indenture-). pursuant to which there
will be issued certain Certificates of
Participation (Recreation Center Pro-
;actl. Series 1998, dated July 1, 1998,
In the maximum aggregate princi~~1
amount of $14,900,OOO (the .Certlfl-
cates.); and
WHEREAS, the obligation of the .C!ity to
pay Base Rentals and Additional
Rentals (both as defined in the lease)
shall be from year to year only; sha.11
constitute currently budgeted expendI-
tures of the City; shatl not constitute a
mandatory charge or requirement in
any ensuing budget year; and shall not
constitute a generat obHgation or other
indebtedness or muhiple fiscal year
financial obligation of the City within the
meaning of any constitutional, statutory
or Charter limitation or requirement
concerning the creation of indebted-
ness or muttiple fiscal year financial
obligations, nor a mandatory payment
obligation of the City in any ensuing fis.
cal year beyond any fISCal year during
which the Lease shall be in eHect; and
WHEREAS, the Certificates shall e....i.
dence assignments of proportlonale
undi....ided inlerests in the rights to
receive certain Revenues (as defined in
the Lease), shalt be payable solely hom
the sources therein provided, and shall
not constitute a general obligation or
other indebtedness or multiple fiscal
year financial obligation of the ~i1y. with-
~~~:t:~a~~n~~~~~~ ~~;ftt:~~~n~l;
requirement concerning the creation 01
indebtedness or multiple fiscal year
financial obligations. nor a mandatory
payment obligation of the City in any
ensuing fiscal year beyond the current
~~~A~~k~~~ither the Lease nor the
issuance of the Certificates shall direct.
Iy or indirectly obligate the City to make
any payments beyond those approprlat.
ed lor any fisc~t year dunng whICh the
lease shat! be In effect and
WHEREAS, the City has determined,
and do,~S~ h~reby decl~~e: lh~~ ~~~ pro~
Proof o. _ ..Jblication
1936, and has ever since that date, been admitted
to the UnIted States mails as second class matter
under the provisions of the Act of March 3 1979
or any amendments thereto. "
7 That the said annexed. publication was publiShed
In the regular and entire edition of the Golden
Transcnpt, a duly qualified weekly newspaper for
that purpose, within the terms and means of the
Statutes of the State of Colorado.
8. That the said annexed publication is a full, true,
and co;rect ~opy of the anginal which was regular.
Iy published In each of the regular and entire issues
of saId newspaper, a legally qualified paper for that
purpose, once each week, on the same day of each
week, for
STATE OF COLORADO
SS
oun
being duly
1 That (he) (she) is the Agent of the Golden
Transcnpt newspaper printed and published in the
City of Golden, County of Jefferson and State of
Colorado, and has personal knowledge of all the
facts set forth in this affidavit.
2. That the said Golden Transcript is printed and
published once each week on Friday, and that it has
a general CIrculatIOn In the City of Golden and in the
Cou0ty of Jefferson and elsewhere, delivered by
carriers or transmitted by mail to each of the sub,
scnbers of saId paper, according to the accus'
tamed mode of bUSiness in this office.
3. That the said Golden Transcript was established
and has been pnnted and published in the said City
of Golden and the County of Jefferson uninterrupt,
ed and conllnuou.sly during a periOd of at least
fJfty,two consecutive weeks next prior to the first
Iss~e thereof containing said publication, a copy of
whIch IS hereto attached.
4. That the said Golden Transcript is a weekly
newspaper of general circulation, and is printed
and publIshed In ~hole or in part in the City of
Golden and the saId County of Jefferson in which
saId publicatIon IS required by law to be published
a copy of which is hereunto attached. '
5. That the said, Golden Transcript is a weekly
ne..yspaper qualifIed to publish legal notices, as
defined by the Statutes of the State of Colorado
6. That said newspaper had, prior to January' 1,
City any and all additional certificates,
documents, instruments and other
papers, and to perform aU other acts
that they deem necessary or appropn.
ate. in order to implement and cany out
the transactions and other matters
authorized by this ordinance, including
but not limited to the execution of the
Letter 01 Representations. the Pur.
chase Agreement, the Continuing Dis-
closure Certificate, and such other
certificates and affidavits as may be
reasonably required by the Purchaser.
The appropriate officers of the City are
authorized to execute on behalf 01 the
City agreements conceming the deposit
and investment of funds in connection
with the transactions contemplated by
~his ordinance. The eX6Cuti.on of any
Instrument by the aforementIOned off.. !
cers or members of the City Council I
shall be conclusive evidence of the
~pproval by the City of such instrument
10 accordance With the terms hereof
and thereof.
Section 11. Acoro....al of Mortcaaa The
City Council hereby approves the bor.
rowing by the lessor evidenced by the
Certificates and the mortgaglOQ 01 the
Project pursuant to the terms of the
Indenture.
Section 12. No General Obliaation
~ No provisIOn of this ordinance,
the Ground Lease, the Lease, the
Indenture, the Preliminary Official
Statement or the final Official State-
ment sh~1l be construed as ~reating or
Co~stltutlng a general obligatIon or oth-
er Indebted,:,es~ or multipl~ fiscal. year
financial obhgalton of t~ City Within the
meaning of any constltu1k>na. or statu-
tory pro....ision. nor a mandato~ charge
or require~ent against the CIty In any
ensuing fiscal year beyond the then I
current fiscal year. The City shall nol
have any obligation to make any pay-
ment with respect to the Certificates
except in connection with the payment
of the Base Rentals (as defined in the
Lease) and certain other payments
under the Lease, which payments may
be terminated by the City In accordance
With the provisions 01 the Lease. Each
Certificate shall e....idence an assign.
ment of a proportionate interest in the
right to receive revenues under the
Lease. The Certificates shall not con-
stitute a mandatory charge or require.
ment of the City in any ensuing fiscal
year beyond lhe then current fiscal
year, and shall not constitute or gi....e
rise to a general obligation or other
indebtedness or multiple. fiscal. year
finanCial obligation of the City within the
meaning of any constitutional, statutory
or Chaner debt limitatIon and shall nOl
CO_~slitut~ a m,ultiple fiscal year direct or
successive weeks, by inser'
tions, and that the first publication thereof was in
the issue dated (p ( l L.. , 19-1],
and that the last publication was In the issue dated
tEll: "5Z_
1... M<;-~Lc... /"
b~d and sworn to befoJ me this
/6- day of y0t..-L-
19-%"
TKAREttANNE MOLiNE-~
: N?t~\l.P8'TARV?UBLlC. :. <
!~"~()~I7A~~<,.ff~
~---~-~~------~~----
My Commi"ion Expires Mar. 31, 2001
offICers or agents 01 the City Coun-
)f the City relating to the authorize-
. sale. is$uancl: and delivery 01 the
tifica!1V p ~ll)pir.g without li-nitation,
c,.otbn .md ::;.Jlivery of the Raim.
sement Amendment, preparation
t distribution 01 the Preliminary Otfi-
Statement and qualifICation of the
1iflC8tes tor book-entry with DTC}, is
"eby ratified. approved and con.
led. The designalion of the Prelimi.
y Official Statement by the City's
( Manager as a -nearty fina1 Official
demenr lor purposes at Rule 15c2-
of the U.S. Securities and Exchange
mmission is hereby ratified.
;>rOVed and confirmed.
ction 3. Findtna of Be~t lnlerests
e C~ty Council hereby finds and
termlnes, pursuant 10 the Constitu-
n. the laws of the State of Colorado
d the Charter, that the acquisition.
nstrudion, equipping and leasing of
) Project lalder the tenns and provi.
JnS 1581 forth in the Lease, the Inden-
,e and the Ground Lease is
<:essary. convenient and in further-
ICe of the City's purposes and is in
, besl irrterests of the inhabitants of
e City; and the City Council hereby
4horizes and approves such acquiSt-
n, construction, equipping and leas.
9 of the Project, all under the terms
Id provisions of the Ground Lease,
e Lease and the Indenture.
eetion 4. Aooroval of Ground Lease
~. The Ground Lease and the
~ase, each in substantially Ihe form
'esenled to this meeting of the City
ounei!. are in all respects approved,
uthorized and confirmed, and the
layor 01 the City is authorized and
Irected to execute and deliver the
.round Lease and the Lease in sub-
tantially the forms and with subslan-
!lIy the same contents as presented to
YS meeting of the City Council, for and
n behalf of the City.
~ion 5. Aooroval of Indenture The
;ity Council hereby approves the exe-
~ifru:~~ ~~:7n~~n~~e ~~~~;s~n~
ally the form and with substantially the
am~ contents as presented to this
:'18etlng of the City Council.
;ecti~n 6. Aooroval of Assianment
lie City Council hereby acknowledges
10d consents to the assignment by the
..essor to the Trustee, pursuanl to the
ndenture, 01 all right, title and interest
}f the Lessor in. to and under Ihe
.ease and the Ground Lease.
>action 7 Aooroval of Certificates The
:::ity Council hereby acknowledaes and
::ansents 10 the issuance and sale of
he CertifICates pursuant to the Inden-
ure. The City Council hereby acknowl-
~dges and approves the form terms
tnd provisions of the Certificat~s con-
ained in the Indenture, in substantially
'he fo~m presented to this meeting of
'he City Council. The Cily Clerk is
lereby authorized and directed 10 affIX
ler signature or a facsimile thereof to
lut~enticate the Certificates, as provid-
~d In the Indenture.
Section 8. Aooroval of P':lrchase Aaree-
'!!mll.. The City CounCil does hereby
lccepl and approve the Purchase
-'greement as submitted by the Pur-
.:haser, and the Certificates shall be
sold ~~ the Purcha~er upon the terms,
.:onditlons and provIsions as set forth in
the Purchase Agreement provided that
the maximum principal amount 01 the
Certificates shall not exceed
514,900,000, the interest rate on the
Certificates shall not exceed 5.5% the
Certificates shall mature no later ihan
December 15, 2008, and average
annual principal and interest payments
(and Base Rentals) shall not exceed
$1,795,000.
Section 9. ADDro~al 01 Official ,State-
~_ A final OffIC181 Statement In sub.
stantially the form of the Preliminary
Official Statement presented 10 this
meeting of the City-Council, is in all
respects approved and authorized. The
Mayor is hereby authorized and direct-
ed for and on behalf of the City to exe-
cute and deliver the final Official
Slatement in ~ubstantially the form and
with su~stanllalty the same content as
the Prehmi~ary Official Statement pre-
~nted to Ihls meeling of the City Coun-
CIl. with such changes as may be
approved by the City Manager. The
dl~ribution by the Purchaser of the Pre-
liminary Official Statement and the final
Official Staleme.nt teraU interested per-
sons in connectIon with the sale of the
Certificates is hereby ratified, approved
and authorized.
Section 10. Authorization to Fxecute
~ollateral Documents The City Clerk
IS hereby authorized and directed to
a~est all signatu~es and act:; of any offi-
c181 of the City In connection with the
maners authorize~ by this ordinance.
The Mayor an~ ~Ity Clerk and other
appropnate offiCIals or employees of
the City are hereby authorized to exe-
cute and deliver for and on behalf of the
or Olner prOVISIOll :,11c111IIW! c1l'U....1 <>") ....'
the remaining provisions of this ordi-
nance, the intent being that the same
are severa~.
Section 16. Effective Date F (lg.
and Authentication This c. ce
shall be in full force and effect ~ays
following the date of final publication.
This ordinance shaU be numbered and
recorded in Ihe official records of the
CiIy kepi tor thai purpose, and shall be
authenlicated by the signatures of the
Mayor or Mayor Pnr Tempore and City
Clerk, and published in accordance
with law,
INTRODUCED, READ AND
APPROVED on firsl reading by a vote
of 8 10 0 this 8th day 01 June, 1998 and
ordered pUblished In full in a newspa-
per of general circulation in the City of
Wheat Ridge, and a Public Hearing on
the Ordinance and consideration on
final passage set for Monday, June 22.
1998, at 7;00 p,m., In the Council
Chambers, 7500 W 29th Avenue,
Wheat Rfdge, Colorado.
INTRODUCED, READ, APPROVED
AND ORDERED PUBLISHED on S8C'
ond and final reading by a vote of _
to -' this 22nd day of June, 1998.
SIGNED BY THE MAYOR ON THIS
DAY OF 1998.
Mayor
(SEAL)
ATTESTED:
CiryClerk
APPROVED AS TO FORM BY CITY
ATTORNEY
City Anomey
(Copies of Ordinance may be obtained
at the OHlce of the City Clerk, Municipal
Building, 7500 W. 29th Avenue, Wheat
Ridge, Coiorado.)
Wheat Ridge Transcript TWOOO7.612
Published June 12, 1998
THE GOLDEN TRANSCRIPT
1000 10th Street, Golden, CO
Copy of Publication
ORDINANCE 1121
INTRODUCED BY CQUNCILMEMBER
.Q..!I.l.I!lig
(C.B. No. 24)
TITLE. AN ORDINANCE AUTHORIZ-
ING THE ISSUANCE OF CERTIFI-
CATES OF PARTICIPATION. SERIES
1998, OF THE CITY OF WHEAT
RIDGE, COLORADO, IN THE MAXI.
MUM AGGREGATE PRINCIPAL
AMOUNT OF $14,900,000, AUTHO-
RIZING THE EXECUTION AND
DELIVERY BY -THE CITY OF A
GROUND lEASE AGREEMENT, A
LEASE PURCHASE AND SUBLEASE
AGREEMENT AND AN OFFICIAL
STATEMENT, APPROVING THE
FOAM OF A MORTGAGE AND
INDENTURE OF TRUST. RATIFYING
ACTION PAEVIOUSl Y TAKEN CON.
CERNING THE CEATJFICA rES; AND
PROVtDING OTHER MATTERS
RELATING THERETO.
BE IT ORDAINED BY THE CITY
COUNCil OF THE CITY OF WHEAT
RIDGE, COLORADO, THAT
INTRODUCED. READ AND ADOPTED
on first reading by a vote of e. to Q on
this.6.I.I:I day of 1J.lM., 1998, ordered
published in full i,:, a newspaper of gen-
e~al circulation In the City of Wheat
Ridge, and a PublIC Keanng and con.
sideration on final passage sel for Mon-
day, ~, 1998, a.t 7:00 p.m., in
Council Chambers, 1500 W 29th
Avenue, Wheat Ridge, Colorado,
READ. ADOPTED AND ORDERED
PUBLISHED on second and final read-
ing by a vote of ..2.. 10 .J.... this ~ day
of~, 1998.
sJs GraIchen Carvenv
ATTEST Grelchen Cerveny, Mayor
sJs Wanda Sana
~~~Oee~A~it.fg~gAM BY OFFICE
OF THE CITY ATTORNEY
s1s1Gerald Dahl
Gerald E. Dahl
Wheat Ridge Transcript nvOO13.626
First Publication: June 12, 1998
Second Publication; June 26, 1998
Effective Dale: June 22, 1998
{Copies ~f Ordina~ may be obl~ined
at t.he OffICe of the City Cle\1(., MunIcipal
Budding, 7500 W. 29th Avenue, Wheat
Aidael. -
Proof of Publication
1936, and has ever since that date, been admitted
to the United States mails as second class matter
under the provisions of the Act of March 3, 1979,
or any amendments thereto.
7 That the said annexed publication was publiShed
in the regular and entire edition of the Golden
Transcripl, a duly qualified weekly newspaper for
that purpose, within the terms and means of the
Statutes of the State of Colorado.
8. That the said annexed publication is a full, true,
and correct copy of the original which was regular-
ly published in each of the regular and entire issues
of said newspaper, a legally qualified paper for that
purpose, once each week, on the same day of each
week, for
EXHIBIT B
being duly
1 That (he) (she) is the Agent of the Golden
Transcript newspaper printed and published in the
City of Golden, County of Jefterson and State of
Colorado, and has personal knowledge of all the
facts set 10rth in this affidavit.
2. That the said Golden Transcript is printed and
published once each week on Friday, and that it has
a general circulation in the City of Golden and in the
County 01 Jefferson and elsewhere, delivered by
carriers Dr transmitted by mail to each of the sub'
scribers of said paper, according to the accus'
tomed mode of business in this office.
3. That the said Golden Transcript was established
and has been printed and published in the said City
of Golden and the County of Jefferson uninterrupt,
ed and continuously during a period of at least
fifty,two consecutive weeks next prior to the first
issue thereof containing said publication, a copy of
which is hereto attached.
4. That the said Golden Transcript is a weekly
newspaper of general circulation, and is printed
and published in whole Dr in part in the City of
Golden and the said County of Jefferson in which
said publication is required by law to be published,
a copy of which is hereunto attached.
5. That the said Golden Transcript is a weekly
newspaper qualified to publish legal notices, as
defined by the Statutes of the State of Colorado.
6. That said newspaper had, prior to January 1,
successive weeks, by inser'
tions, and that the first publication thereof was in
the issue dated (, (,,~ ,1 9.:t?
and that the last publication was in the issue dated
t!=.t-0 ,19~.
J. - Y\^ ~2LLk ..-----'
1 {)
Subscffl and sworn to before me this
1:/:- day ot?~
~"-"~"~----,-------,~
~~~2L~~1~~~
I
: STATE OF COLORADO ~
-M;C~;~;~~E~~~-~~;3i~woi'
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