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HomeMy WebLinkAbout05782S &f 8 57 7_W T,-T Co -Y__ - — � � ORDINANCE NO. 5732 AN ORDINANCE AUTHORIZING THE CITY OF PUEBLO, COLORADO, TO ISSUE ITS GENERAL OBLIGATION STREET AND BRIDGE REFUNDING BONDS, SERIES 1992 IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,100,000 FOR THE PURPOSE OF DEFRAYING THE COST OF REFUNDING A PORTION OF THE CITY'S GENERAL OBLIGATION STREET AND BRIDGE BONDS, SERIES 1987B, AND PAYING THE COSTS OF ISSUING SAID BONDS; PROVIDING DETAILS CONCERNING SAID BONDS, THEIR FORM, THEIR SALE, AND FUNDS RELATING THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT IN CONNECTION WITH SUCH REFUNDING; APPROVING THE FORM AND USE OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF SAID BONDS; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE SALE OF SAID BONDS; PROVIDING FOR THE LEVY OF GENERAL AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; RATIFYING ACTION HERETOFORE TAKEN AND RELATING TO SUCH BONDS; AND PROVIDING OTHER MATTERS RELATING THERETO. WHEREAS, the City of Pueblo, in the State of Colorado (the "City" and the "State," respectively), is a municipal corporation duly organized and existing as a home -rule city under Article XX of the State Constitution and under the Charter of the City (the "Charter "), and is a political subdivision of the State; and WHEREAS, all legislative powers possessed by the City, conferred by Article XX of the State Constitution, or contained in the Charter, as either has from time to time been amended, or otherwise existing by operation of law, are vested in a board of councilmen, also known as the city council (the "Council "); and WHEREAS, the Council has previously authorized the issuance by the City of its General Obligation Street and Bridge Bonds, Series 1987B (the "Series 1987B Bonds ") in the aggregate principal amount of $2,625,000, of which $2,430,000 is presently outstanding; and WHEREAS, the Council has determined that it is in the best interest of the City to provide for the refunding in advance of their maturity of the Series 1987B Bonds maturing on and after May 1, 1998, presently outstanding in the aggregate principal amount of $1,825,000 (the "Refunded Bonds "); and WP217102- 004/23 } WHEREAS, Norwest Investment Services, Inc. (the "Underwriter '') has submitted to the City a Bond Purchase Agreement, dated November 23, 1992 (the ''Bond Purchase Agreement "), for the purchase of the City of Pueblo, Colorado, General Obligation Street and Bridge Refunding Bonds, Series 1992 (the "Bonds '') in the aggregate principal amount of $2,100,000 for the purpose of defraying the cost of refunding the Refunded Bonds and paying the costs of issuing the Bonds; and WHEREAS, pursuant to the Bond Purchase Agreement, the Bonds are to be purchased for a price consisting of the principal amount thereof less a discount of 1.500 of the principal amount thereof, plus accrued interest thereon from the date thereof to the date of delivery, and otherwise upon the terms and conditions therein and herein set forth, and such Bond Purchase Agreement has been accepted on behalf of the City by the Director of Finance, subject to ratification by the Council by the passage of this Ordinance; and WHEREAS, the Bonds will be insured by a municipal bond insurance policy (the "Bond Insurance Policy ") to be issued by Municipal Bond Investors Assurance Corporation (the "Bond Insurer ") simultaneously with the issuance of the Bonds; and WHEREAS, the Bonds will be issued at a lower net effective interest rate than that of the Refunded Bonds, which will result in a net present value debt service saving to the City; and WHEREAS, the City Manager has recommended that the Bond Purchase Agreement be accepted and that the Bonds be issued and sold to the Underwriter; and WHEREAS, the Council has determined and does hereby declare and determine it to be in the best interest of the City and its inhabitants that the Bonds be issued and the Refunded Bonds be refunded; and WHEREAS, a portion of the proceeds of the Bonds will be deposited to a special trust fund (the "Escrow Fund ") established pursuant to an escrow agreement, dated as of December 1, 1992 (the "Escrow Agreement "), between the City and The Pueblo Bank and Trust Company, as escrow agent (the "Escrow Agent "), and used to pay the interest on the Refunded Bonds through November 1, 1997 and to redeem all of the Refunded Bonds on such date at a redemption price equal to the principal amount of the Refunded Bonds being redeemed; and WP217102- 004/23 -2- WHEREAS, there have been filed with the City Clerk (the "Clerk ") the Bond Purchase Agreement, the Preliminary Official Statement, dated November 23, 1992 (the "Preliminary Official Statement ") relating to the Bonds and the Escrow Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO: Section 1. Title of Ordinance This Ordinance shall be known and may be cited as the "General Obligation Street and Bridge Refunding Bonds, Series 1992 Bond Ordinance." Section 2. Authorization of Refunding of the Refunded Bonds and Bonds The refunding of the Refunded Bonds and the issuance of the Bonds are necessary and in the best interests of the City and its residents and are hereby authorized. The Underwriter's proposal for the purchase of the Bonds as provided in the Bond Purchase Agreement is hereby formally accepted, and the Bonds shall be sold and delivered to the Underwriter, in accordance with the Bond Purchase Agreement, bearing interest and otherwise upon the terms and conditions herein provided. The President or Vice President of the Council is hereby authorized to execute and deliver the Bond Purchase Agreement in substantially the form presented to this meeting. Section 3. Bond Details For the purpose of providing funds to defray the cost of the refunding of the Refunded Bonds, as provided herein, the City shall issue its "City of Pueblo, Colorado, General Obligation Street and Bridge Refunding Bonds, Series 1992" in the aggregate principal amount of $2,100,000 (the "Bonds "). The Bonds shall be issued in fully registered form in denominations of $5,000 and integral multiples thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on any maturity date and no individual Bond will be issued for more than one maturity). The Bonds shall be numbered in such manner as shall be determined by The Pueblo Bank and Trust Company, Pueblo, Colorado, which is hereby appointed registrar and paying agent for the Bonds (the "Registrar" or the "Paying Agent "). The Bonds shall be dated as of December 1, 1992, shall bear interest from their date to maturity at the rates set forth below, payable semiannually on May 1 and November 1 in each year, commencing on May 1, 1993 (except that Bonds which are reissued upon transfer, exchange or other replacement shall bear interest from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, -3- WP217102- 004/23 from the date of the Bonds), and shall mature semiannually on May 1 and November 1 of each of the years and amounts hereinafter designated, as follows: Date Amounts Interest Rates Maturinq Maturinq (Per Annum) November 1, 1994 $ 10,000 3.60% May 1, 1995 15,000 4.00 November 1, 1995 15,000 4.00 May 1, 1996 15,000 4.30 November 1, 1996 15,000 4.30 May 1, 1997 15,000 4.60 November 1, 1997 15,000 4.60 May 1, 1998 90,000 4.80 November 1, 1998 90,000 4.80 May 1, 1999 95,000 4.95 November 1, 1999 95,000 4.95 May 1, 2000 95,000 5.10 November 1, 2000 100,000 5.10 May 1, 2001 105,000 5.30 November 1, 2001 105,000 5.30 May 1, 2002 105,000 5.50 November 1, 2002 110,000 5.50 May 1, 2003 115,000 5.65 November 1, 2003 120,000 5.65 November 1, 2005 500,000 5.85 May 1, 2006 135,000 6.00 November 1, 2006 140,000 6.00 The Bonds are subject to the optional prior redemption provisions of Section 4 hereof. The principal of and premium, if any, on any Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar upon maturity or prior redemption thereof and upon presentation and surrender at the Paying Agent. If any Bond shall not be paid upon such presentation and surrender at or after maturity or prior redemption, it shall continue to draw interest at the rate borne by said Bond until the principal thereof is paid in full. Payment of interest on any Bond shall be made to the registered owner thereof by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), to the registered owner thereof at his address as it last appears on the registration records kept by the Registrar on the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding an interest payment date -4- WP217102- 004/23 (the "Record Date "); but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given by the Registrar to the registered owners of the Bonds not less than ten days prior to the Special Record Date by first -class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any Bond by such alternative means as may be mutually agreed to in writing between the registered owner of such Bond and the Paying Agent (provided, however, that the City shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated herein). All such payments shall be made in lawful moneys of the United States of America, without deduction for the services of the Registrar or Paying Agent. Section 4. Redemption Provisions (a) Optional and Mandatory Sinking Fund Redemption The Bonds maturing on and before November 1, 2002 shall not be subject to redemption prior to their respective maturities. The Bonds maturing on and after May 1, 2003 shall be subject to prior redemption at the option of the City in whole or in part in inverse order of maturity and by lot within a maturity, as the Registrar shall determine, on November 1, 2002, or any interest payment date thereafter at the redemption prices set forth below, plus accrued interest to the redemption date. Date Redemption Price (Percent of Par) November 1, 2002 and 101.0% May 1, 2003 November 1, 2003 and 100.5 May 1, 2004 November 1, 2004 and thereafter 100.0 In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the -5- WP217102- 004/23 Registrar shall, without charge to the registered owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. The City will, so long as any Bonds are Outstanding, pay, or cause to be paid to the Trustee, for deposit in the Bond Fund on or prior to each May 1 and November 1, commencing May 1, 2004, and ending November 1, 2005 an amount sufficient to redeem on each Sinking Fund Payment Date, at the principal amount thereof, Bonds maturing on November 1, 2005 equal to the following principal amounts: Sinking Fund Payment Date Principal Amount May 1, 2004 November 1, 2004 May 1, 2005 November 1, 2005* *Final Maturity $125,000 125,000 125,000 125,000 or if less than such amount of the Bonds is Outstanding on any such Sinking Fund Payment Date, an amount equal to the aggregate principal amount of all Bonds then Outstanding. (b) Notice By The City Notice of redemption shall be given by the City: (i) By publication of such notice at least once, not less than thirty days prior to the redemption date, in a newspaper of general circulation in the City; and (ii) By sending a copy of such notice by registered or certified first- class, postage prepaid mail, not less than sixty days prior to the redemption date to the Underwriter and to the Paying Agent. (c) Notice By The Paying Agent Additionally, all notices of redemption shall be given by the Paying Agent by sending a copy of such notice by registered or certified first - class, postage prepaid mail, not more than 60 days and not less than 30 days prior to the redemption date to each registered owner of any Bond or -6- WP217102- 004/23 portion thereof to be redeemed as such registered owner is shown on the registration books kept by the Registrar as of the date of selection of such Bond or portion thereof for redemption. Failure to give such notice by mailing to the registered owner of any such Bond, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bonds. (d) Other Redemption Details The notice required herein shall specify the number or numbers of the Bond or Bonds or portions thereof to be so redeemed if less than all are to be redeemed; and all notices required by this Section shall specify the date fixed for redemption, and shall further state that on such redemption date there will become and be due and payable upon such Bonds or portions thereof at the Paying Agent the principal thereof, and that from and after such date interest will cease to accrue. Accrued interest to the redemption date will be paid by check or draft mailed to the registered owner (or by alternative means if so agreed to by the Paying Agent and the registered owner). Notice having been given in the manner hereinbefore provided, the Bonds or portion thereof so called for redemption shall become due and payable on the redemption date so designated; and upon presentation thereof at the Paying Agent, the City will pay the Bonds or portion thereof so called for redemption and the applicable prior redemption premium, if any. In the event that only a portion of the principal amount of a Bond is so redeemed, a new Bond representing the unredeemed principal shall be duly completed, authenticated and delivered by the Registrar to the registered owner without charge to such registered owner. Section 5. Negotiability Subject to the registration provisions hereof, the Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the registered owner or registered owners thereof shall possess all rights enjoyed by the holders or owners of negotiable instruments under the provisions of the Uniform Commercial Code - Investment Securities. The principal of and interest on the Bonds shall be paid, and the Bonds shall be transferable, free from and without regard to any equities between the City and the original or any intermediate registered owner of any Bonds or any setoffs or cross - claims. Section 6. Execution the name and on behalf of the signature of the President or Council, shall be sealed with The Bonds shall be executed in City by the manual or facsimile Vice President of the City a manual or facsimile WP217102- 004/23 -7- impression of the seal of the City, attested by the manual or facsimile signature of the Clerk or Assistant Clerk of the City, and shall be countersigned by the manual or facsimile signature of the Director of Finance. Each Bond shall be authenticated by the manual signature of an authorized representative of the Registrar as hereinafter provided. The signatures of the President or Vice President of the City Council, the Clerk or Assistant Clerk and the Director of Finance may be by manual or facsimile signature. The Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall be the valid and binding obligations of the City (subject to the requirement of authentication by the Registrar as hereinafter provided), notwithstanding that before the delivery thereof and payment therefor or before the issuance of Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill their respective offices. The President or Vice President of the City Council, the Clerk or Assistant Clerk and the Director of Finance shall, by the execution of a signature certificate pertaining to the Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the Bonds. At the time of the execution of the signature certificate, the President or Vice President of the City Council, the Clerk or Assistant Clerk and the Director of Finance may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the Bonds. No Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds issued hereunder. By authenticating any of the Bonds initially delivered pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 7. Registration, Transfer, Exchange and Delivery (a) Records for the registration and transfer of the Bonds shall be kept by the Registrar, which is hereby appointed by the City as registrar (i.e., transfer agent) for the Bonds. Upon the surrender for -8- WP217102- 004/23 transfer of any Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Registrar shall enter such transfer on the registration records and shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. Bonds may be exchanged at the Registrar for an equal aggregate principal amount of Bonds of the same maturity of other authorized denominations. The Registrar shall authenticate and deliver a Bond or Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. Exchanges and transfers of Bonds as herein provided shall be without charge to the registered owner or transferee, but the Registrar may require the payment by the registered owner of any Bond requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. (b) The Registrar shall not be required to transfer or exchange (i) all or any portion of any Bond during the period beginning at the opening of business fifteen days before the day of the mailing of notice calling any Bonds for prior redemption as herein provided and ending at the close of business on the day of such mailing, or (ii) all or any portion of a Bond after the mailing of notice calling such Bond or any portion thereof for prior redemption. (c) The person in whose name any Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes except as may otherwise be provided with respect to payment of interest as is provided in Section 3 hereof, and payment of or on account of either principal or interest on any Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such Bond to the extent of the sum or sums so paid. -9- WP217102- 004/23 (d) If any Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and the City may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed or mutilated Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such Bond in lieu of replacement. (e) The officers of the City are authorized to deliver to the Registrar fully executed but unauthenticated Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. (f) Whenever any Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such Bond shall be promptly canceled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the City. (g) Pursuant to Article XX of the State Constitution and this Ordinance, each Bond shall recite that it is issued under the authority of Article XX of the State Constitution, the Charter and this Ordinance and that it is the intention of the City that such recital shall conclusively impart full compliance with all of the provisions of this Ordinance and that all the Bonds issued containing such recital shall be incontestable for any cause whatsoever after their delivery for value. Section 8. Replacement Registrar or Paying Agent If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the City shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the City may, upon notice mailed to each registered owner of any Bond at his address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company having a shareholders' equity (e.g., capital, surplus and undivided profits), however denominated, of not less than -10- WP217102- 004/23 $5,000,000. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the City shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. Section 9. Bond and Certificate Forms The Bonds, Registrar's certificate of authentication, form of assignment and legal opinion certificate shall be in substantially the following form (provided that any of the text may, with appropriate references, be printed on the back of the Bonds), with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: -11- WP217102- 004/23 (Form of Bond) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PUEBLO CITY OF PUEBLO GENERAL OBLIGATION STREET AND BRIDGE REFUNDING BOND SERIES 1992 No. INTEREST RATE MATURITY DATE DATED CUSIP 1, December 1, 1992 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Pueblo, in the County of Pueblo and State of Colorado (the "City," "County" and "State," respectively), for value received, hereby acknowledges itself indebted and hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above, on the maturity date specified above (unless called for earlier redemption), and interest thereon payable on May 1 and November 1 in each year, commencing May 1, 1993, at the interest rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. The principal of and premium, if any, on this bond are payable upon presentation and surrender hereof at the principal corporate trust office of the paying agent appointed by the City (the "Paying Agent "), presently The Pueblo Bank and Trust Company, in Pueblo, Colorado. Interest on this bond will be paid on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), by check or draft mailed to the person in whose name this bond is registered (the "registered owner '') in the registration records of the City maintained by the Registrar for the Bonds appointed by the City (the "Registrar "), presently The Pueblo Bank and Trust Company, in Pueblo, Colorado, and at the -12- WP217102- 004/23 address appearing thereon at the close of business on the fifteenth day of the calendar month (whether or not a business day) next preceding such interest payment date (the "Record Date "). Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof at the close of business on the Record Date and shall be payable to the person who is the registered owner hereof at the close of business on a Special Record Date (as described in the ordinance of the City authorizing the issuance of this bond (the "Ordinance ")) for the payment of any defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the Bonds of the series of which this is one (the "Bonds ") not less than ten days prior thereto. If this bond shall not be paid upon presentation and surrender at or after its maturity or prior redemption, it shall continue to draw interest at the interest rate per annum specified above until the principal hereof is paid in full. Alternative means of payment of interest may be used if mutually agreed to in writing between the registered owner of any Bond and the Paying Agent, as provided in the Ordinance. All such payments shall be made in lawful money of the United States of America without deduction for the services of the Registrar or Paying Agent. The Bonds maturing on and before November 1, 2002 shall not be subject to redemption prior to their respective maturities. The Bonds maturing on and after May 1, 2003 shall be subject to prior redemption at the option of the City in whole or in part in inverse order of maturity and by lot within a maturity as the Registrar shall determine, on November 1, 2002, or any interest payment date thereafter at the redemption prices set forth below, plus accrued interest to the redemption date. Redemption Price Dates (As Percent of Par) November 1, 2002 and 101.0% May 1, 2003 November 1, 2003 and 100.5 May 1, 2004 November 1, 2004 and thereafter 100.0 The City will, so long as any Bonds are Outstanding, pay, or cause to be paid to the Trustee, for deposit in the Bond Fund on or prior to each May 1 and November 1, commencing May 1, 2004 and ending November 1, 2005, amount -13- WP217102- 004/23 sufficient to redeem on each Sinking Fund Payment Date, at the principal amount thereof, Bonds maturing on November 1, 2005 equal to the following principal amounts: Sinking Fund Payment Date Principal Amount May 1, 2004 November 1, 2004 May 1, 2005 November 1, 2005* *Final Maturity $125,000 125,000 125,000 125,000 or if less than such amount of the Bonds is Outstanding on any such Sinking Fund Payment Date, an amount equal to the aggregate principal amount of all Bonds then Outstanding. Redemption shall be made upon prior published and mailed notice in the manner and upon the conditions provided in the Ordinance. In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the registered owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. The Bonds are issuable only as fully registered Bonds in denominations of $5,000 and integral multiples thereof and are exchangeable for fully registered Bonds of the same maturity in equal aggregate principal amounts and in other authorized denominations at the aforesaid office of the Registrar, but only in the manner, subject to the limitations and conditions, and upon payment of the charges provided in the Ordinance. The Registrar will not be required to transfer or exchange (i) all or any portion of any Bond during the period beginning at the opening of business fifteen days before the day of the mailing of notice calling any Bonds for prior redemption and ending at the close of business on the day of such mailing, or (ii) all or any portion of a Bond after the mailing of notice calling such Bond or any portion thereof for prior redemption. -14- WP217102- 004/23 This bond is fully transferable by the registered owner hereof in person or by his duly authorized attorney on the registration records kept by the Registrar upon surrender of this bond together with a duly executed written instrument of transfer satisfactory to the Registrar. Upon such transfer a new fully registered Bond or Bonds of authorized denomination or denominations of the same aggregate principal amount and maturity will be issued to the transferee in exchange for this bond, subject to such terms and conditions and upon payment of such charges as set forth in the Ordinance. The City, the Registrar and the Paying Agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of making payment and for all other purposes, except to the extent otherwise provided herein and in the Ordinance with respect to the Record Dates and Special Record Dates for the payment of interest. The Bonds are issued by the City, on its behalf and upon its credit, under the authority of and in full conformity with the Charter of the City and the Constitution of the State, and pursuant to the Ordinance, to defray the costs of refunding the City's General Obligation Street and Bridge Bonds, Series 1987B maturing on and after May 1, 1998 and to pay the costs of issuing the Bonds. It is hereby certified and recited that all the requirements of law have been complied with by the officers of the City in the issuance of this bond; that the total indebtedness of the City, including that of this bond, does not exceed any limit of indebtedness prescribed by the Charter of the City or by the Constitution and laws of the State; and that provision has been made for the levy and collection of annual taxes sufficient, together with other revenues available therefor, to pay the principal of and interest on this bond when the same become due. It is also certified, recited and warranted that this bond and each of the other Bonds are issued under the authority of the Ordinance, the State Constitution and the Charter. It is the intention of the City, as expressed in the Ordinance, that this recital shall conclusively impart full compliance with all of the provisions of the Ordinance, and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. The full faith and for the punctual payment on this bond. WP217102- 004/23 credit of the City are hereby pledged of the principal of and the interest -15- The principal of and interest on this bond, when due, is guaranteed by a financial guaranty insurance policy issued by Municipal Bond Investors Assurance Corporation. This bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. IN TESTIMONY WHEREOF, the Council of the City of Pueblo has caused this bond to be signed and executed in its name and on its behalf with a manual or facsimile signature of the President of the City Council of the City, to be signed, executed and attested with a manual or facsimile signature of the Clerk of the City, with a manual or facsimile impression of the seal of the City affixed hereto, and to be countersigned with a manual or facsimile signature of the Director of Finance of the City, all as of the date specified above. CITY OF PUEBLO (MANUAL OR FACSIMILE SEAL) Attest: By (Manual or Facsimile Signature) President of the City Council (Manual or Facsimile Signature Clerk Countersigned: By (Manual or Facsimile Signature) Director of Finance -16- WP217102- 004/23 STATEMENT OF INSURANCE The Municipal Bond Investors Assurance Corporation (the "Bond Insurer ") has issued a policy containing the following provisions, such policy being on file at the principal corporate trust office of The Pueblo Bank and Trust Company in Pueblo, Colorado. The Bond Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the City to The Pueblo Bank and Trust Company, Pueblo, Colorado, or its successor (the ''Paying Agent ") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: $2,100,000 City of Pueblo, Colorado General Obligation Street and Bridge Refunding Bonds Series 1992 Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Bond Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Bond Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a -17- WP217102- 004/23 deposit of funds, in an account with Citibank, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Bond Insurer, and appropriate instruments to effect the appointment of the Bond Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to Citibank, N.A., Citibank, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the City or any designee of the City for such purpose. The term owner shall not include the City or any party whose agreement with the City constitutes the underlying security for the Obligations. Any service of process on the Bond Insurer may be made to the Bond Insurer at its offices located at 113 King Street, Armonk, New York 10504. This policy is noncancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION -18- WP217102- 004/23 (Form of Registrar's Certificate of Authentication) CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds described in the within - mentioned Ordinance, and this bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bonds. THE PUEBLO BANK AND TRUST COMPANY, as Registrar Date of Authentication and Registration: Authorized Representative (End of Form of Registrar's Certificate of Authentication) (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security or other tax identification number of transferee: -19- WP217102- 004/23 NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. (End of Form of Assignment) -20- WP217102- 004/23 (Form of Legal Opinion Certificate) STATE OF COLORADO ] COUNTY OF PUEBLO ] ss. CITY OF PUEBLO ] LEGAL OPINION CERTIFICATE The undersigned Clerk of the City of Pueblo in the County of Pueblo in the State of Colorado, does hereby certify that an approving legal opinion of Kutak Rock, Attorneys at Law, Denver, Colorado in substantially the following form was delivered to the City, and that the opinion was dated and issued as of the date of delivery of the Bonds of the series of which this is one. IN WITNESS WHEREOF, I have caused to be hereunto set my manual or facsimile signature. (Manual or Facsimile Signature) Clerk, City of Pueblo [Insert text of legal opinion.] (End of Form of Legal Opinion Certificate) (End of Form of Bond) -21- WP217102- 004/23 Section 10. Delivery_ of Bonds, Disposition of Proceeds When the Bonds have been duly executed by the appropriate City officers and authenticated by the Registrar, the Director of Finance shall cause the Registrar to deliver them to the Underwriter, on receipt of the agreed purchase price. The Registrar shall initially register the Bonds in such name or names as the Underwriter shall direct, and the Bonds shall be initially delivered in such authorized denominations as the Underwriter shall direct. The net proceeds of the Bonds shall be applied in the following manner, but the Underwriter shall in no manner be responsible for the application or disposal by the City or any of its officers of any of the funds derived from the sale of the Bonds: (a) There shall be deposited in the Principal and Interest Account created in Section 12 of this Ordinance all accrued interest received on the sale of the Bonds. (b) Proceeds of the Bonds in an amount equal to $1,998,254.69 shall be deposited in the Escrow Fund established by the Escrow Agreement and used to refund the Refunded Bonds in accordance with the terms and provisions of the Escrow Agreement. (c) Proceeds of the Bonds in an amount equal to $70,245.31 shall be used to pay costs incurred in connection with the issuance of the Bonds, including the payment of the Bond Insurance Policy premium. Section 11. Tax Covenant; Budget and Audit Covenant The City covenants for the benefit of the registered owners of the Bonds that it will not take any action or omit to take any action with respect to the Bonds, the proceeds thereof, any other funds of the City, or any facilities financed with the proceeds of the Bonds if such action or omission would (i) cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Tax Code "), (ii) cause interest on the Bonds to lose its exclusion from alternative minimum taxable income as defined in section 55(b)(2) of the Tax Code except to the extent such interest is required to be included in the adjusted net book income and adjusted current earnings adjustments applicable to corporations under section 56 of the Tax Code in calculating corporate alternative minimum taxable income, (iii) subject the City to any penalties under section 148 of the Tax Code, or (iv) cause interest on the Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present -22- WP217102- 004/23 Colorado law. The foregoing covenants shall remain in full force and effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all obligations of the City in fulfilling the above covenants under the Tax Code and Colorado law have been met. The City further hereby covenants for the benefit of each registered owner of the Bonds that the City will annually prepare or cause to be prepared a budget and an audit report, and will annually file or cause to be filed with the appropriate agency of the State of Colorado a copy of the adopted budget, the appropriation ordinance, and the'i audit report, all in accordance with the then applicable laws of the State of Colorado. Section 12. Payment of Debt Service For the purpose of providing the necessary moneys to meet the interest accruing on the Bonds as the same becomes due, and for the purpose of providing for the payment of the principal of the Bonds as they serially mature, there shall be levied on all the taxable property in the City, in addition to all other taxes and other revenues available to pay the Bonds, and as allowed by State law, direct annual taxes sufficient to pay such principal and interest promptly as the same respectively become due, and such taxes, when collected, shall be deposited into an account hereby created and designated as the ''General Obligation Street and Bridge Refunding Bonds, Series 1992 Principal and Interest Account" (the "Principal and Interest Account ") which account shall be applied solely for the purpose of the payment of the principal of and interest on the Bonds, respectively, and for no other purpose whatever until the indebtedness so contracted under this Ordinance shall have been fully paid, satisfied and discharged, but nothing herein prevents the City from depositing into such account, and applying to the payment of the principal of and interest on the Bonds, any other funds that may be in its treasury and available for that purpose, and upon such payments, the levies herein provided may thereupon to that extent be diminished. The sums hereinbefore provided to meet the principal of and interest on the Bonds when due are hereby applied for that purpose, and such amounts for each year shall be included in the annual budget and appropriation bill or bills to be adopted and passed by the Council in each year respectively while any of the Bonds are outstanding and unpaid as to principal or interest. No Charter or constitutional provision enacted or becoming effective after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the City to levy general ad valorem taxes, without limitation of rate or amount, sufficient for the WP217102- 004/23 -23- M payment of the principal of and interest on the Bonds as they become due. The full faith and credit of the City are hereby pledged for the punctual payment of the principal of and the interest on the Bonds. Section 13. Procedure for Levying Other Taxes It shall be the duty of the Council annually, at the time and in the manner provided by law for levying other taxes, to take such action as is necessary with reference to the levy and collection of such taxes to provide for the prompt payment of the principal and interest on the Bonds, and the Council shall require the officers of and for the City to levy, extend and collect such taxes in the manner provided by law for the purpose of providing funds for the payment of the principal of and interest on the Bonds promptly as the same respectively become due. Section 14. Authorization to Pay Debt Service The Director of Finance is hereby authorized and directed to pay or cause to be paid the interest on the Bonds as the same falls due and the principal of the Bonds at their respective maturities, without further warrant or order. Section 15. Approval of Escrow Agreement and Refunding The Escrow Agreement, in substantially the form presented to the Council, is hereby approved, and the President or Vice President of the Council is hereby authorized and directed to execute, and the Clerk or Assistant Clerk is authorized to attest and seal, the Escrow Agreement, with such changes therein as shall be necessary or desirable and not inconsistent with this Ordinance. The refunding of the Refunded Bonds in accordance with the terms of the Escrow Agreement, including the redemption thereof, is hereby authorized and approved. Section 16. Defeasance When the Bonds have been fully paid both as to principal, premium, if any, and interest, all obligations hereunder shall be discharged, and the Bonds shall no longer be deemed to be outstanding for any purpose of this Ordinance. Payment of the Bonds or any portion thereof shall be deemed made when the City has placed in escrow with a commercial bank exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities, as hereinafter defined) to meet all requirements of principal of, premium, if any, and interest on such Bonds as the same become due to maturity or to a designated prior redemption date; and, if such Bonds are to be redeemed prior to maturity, when the City has given to the Paying Agent irrevocable written instructions to give notice of prior redemption in accordance with Section 4 hereof. The -24- WP217102- 004/23 Federal Securities shall become due prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the City and such bank at the time of creation of the escrow. Federal Securities within the meaning of this section shall include only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States, and which are not callable prior to their scheduled maturities by the issuer thereof, or interests in such obligations. In the event that there is a defeasance of only part of the Bonds, the Registrar shall, if requested by the City, institute a system to preserve the identity of the individual Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the City in connection with such system. Section 17. Ratification and Sale of Bonds; Official Statement All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Council and officers of the City in effecting the refunding of the Refunded Bonds and in selling and issuing its Bonds be, and the same hereby is, ratified, approved and confirmed, including without limitation the issuance and sale of the Bonds to the Underwriter. All action heretofore taken by any of the City's officials and the efforts of the City directed toward the issuance and sale of the Bonds, including use of the Preliminary Official Statement, are hereby ratified, approved and confirmed. The Council hereby approves the preparation and use of a final Official Statement in substantially the form of the Preliminary Official Statement, and the Council President or Vice President is hereby authorized and directed to execute the final Official Statement, with such changes therein as she or he shall deem necessary or appropriate. The City will cause a reasonable number of final Official Statements to be delivered to the Underwriter within seven (7) days of the adoption of this Ordinance. Section 18. Delegation of Powers The officers of the City be, and they hereby are, authorized and directed to take all action necessary or appropriate to the provisions of this Ordinance, including without limitation, the printing of the Bonds, including thereon a copy of bond counsel's approving opinion and, if appropriate, the "MBIA Statement of Insurance "; and the execution of such certificates, instruments, agreements and other documents as may reasonably -25- WP217102- 004/23 be required by the Underwriter, relating, among other matters, to the registration, transfer and payment of the Bonds, the signing of the Bonds, the tenure and identity of the officials of the City and the Council, the actual valuation of the taxable property in and the indebtedness of the City, the receipt of the purchase price for the Bonds, the absence of litigation, pending or threatened, affecting the validity thereof, expectations relating to the exemption of interest on the Bonds from federal income taxation, the assembly and dissemination of financial and other information concerning the City and the Bonds, and the sale and issuance of the Bonds pursuant to the provisions of this Ordinance and to any instrument supplemental thereto. statutes of the State of Colorado which might otherwise apply in connection with the refunding of the Refunded Bonds or the Bonds are hereby superseded. Section 19. Exercise of Home Rule Power Pursuant to Article XX of the State Constitution and the Charter, the City hereby determines and declares the refunding of the Refunded Bonds to be a local matter, and therefore all Section 20. Provisions Relating to the Bond Insurance Policy (a) In the event that, on the second business day, and again on the business day, prior to the payment date on the Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, business day, the Paying Agent shall immediately notify Municipal Bond Investor Assurance Corporation (the "Bond Insurer ") or its designee on the same business day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. (b) If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Bond Insurer or its designee. (c) In addition, if the Paying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such registered owner within the meaning of any applicable bankruptcy laws, then the Paying Agent shall WP217102- 004/23 -26- �II�[Il pllll'Il�l'�I'�I�I #'I1� notify the Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (d) The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney -in -fact for registered owners of the Bonds as follows: (i) If and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Paying Agent shall (A) execute and deliver to Citibank, N.A., or its successors under the Bond Insurance Policy (the "Insurance Paying Agent ''), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such registered owners in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (B) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (C) disburse the same to such respective registered owners; and (ii) If and to the extent of a deficiency in amounts required to pay principal of the Bonds, the Paying Agent shall (A) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (B) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment therefor from the Insurance Paying Agent, and (C) disburse the same to such registered owners. WP217102- 004/23 -27- (e) Payments with respect to claims for interest on and principal of the Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the City with respect to such Bonds, and the Bond Insurer shall become the registered owner of such unpaid Bond and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. (f) Irrespective of whether any such assignment is executed and delivered, the City and the Paying Agent hereby agree for the benefit of the Bond Insurer that: (i) They recognize that to the extent the Bond Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Bonds, the Bond Insurer will be subrogated to the rights of such registered owners to receive the amount of such principal and interest from the City, with interest thereon as provided and solely from the sources stated in this Ordinance and the Bonds; and (ii) They will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Bonds to the registered owners, and will otherwise treat the Bond Insurer as the registered owner of such rights to the amount of such principal and interest. (g) In connection with the issuance of additional bonds, the City shall deliver to the Bond Insurer a copy of the disclosure document, if any, circulated with respect to such additional bonds. (h) Copies of any amendments made to the documents executed in connection with the issuance of the Bonds which are consented to by the Bond Insurer shall be sent to Standard & Poor's Corporation. (i) The Bond Insurer shall receive notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto. -28- WP217102- 004/23 (j) The Bond Insurer shall receive copies of all notices required to be delivered to registered owners of the Bonds and, on an annual basis, copies of the City's audited financial statements and annual budget. (k) Any notice that is required to be given to a registered owner of the Bonds or to the Paying Agent pursuant to this Ordinance shall also be provided to the Bond Insurer. All notices required to be given to the Bond Insurer under this Ordinance shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Surveillance. Section 21. Ordinance Irrepealable After any of the Bonds are issued, this Ordinance shall constitute a contract between the City and the registered owner or registered owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 22. Repealer All bylaws, orders, resolutions and ordinances or parts of bylaws, resolutions and ordinances, in conflict with this Ordinance, are hereby repealed. This repealer shall not be construed to revive any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 23. Severability If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. -29- WP217102- 004/23 INTRODUCED AND PRESENTED FOR A FIRST TIME ON SEPTEMBER 14, 1992, ORDERED PUBLISHED BY TITLE ONLY, PRESENTED A SECOND TIME AND FINALLY PASSED AND ADOPTED ON NOVEMBER 23, 1992. [ SFAL ] ATTEST: C' Clerk APPROVED AS TO FORM BY CITY ATTORNEY: City Attorn INTRODUCED SEPTEMBER 14, 1992 By JOHN CALIFANO Councilperson APPROVED NOVEMBER 23, 1992 By Pres' dent, City Council -30- WP217102- 004/23