Loading...
HomeMy Public PortalAboutOrdinance #144 ORDINANCE NO. L!:ii , AN ORDINANCE AUTHORIZING AMENDMENTS TO THE ESCROW AGREEMENT EXECUTED IN CONNECTION WITH THE ISSUANCE OF TOWN OF FRASER, COLORADO, GENERAL OBLIGATION WATER REFUNDING BONDS, SERIES 1985, DATED AUGUST 15, 1985, IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,565,000, AND AUTHORIZING PUBLICATION AND MAILING OF A NOTICE RELATING THERETO. WHEREAS, the Town of Fraser, Colorado (the Town), has heretofore issued and sold its General Obligation Water Refunding Bonds, Series 1985, dated August 15, 1985, in the aggregate principal amount of $1,565,000 (the Bonds), and in connection therewith has executed an Escrow Agreement, dated as of August 15, 1985 (the Escrow Agreement), between the Town and Central Bank of Denver (the Escrow Bank), in order to provide for the payment of its General Obligation Water Refunding Bonds, dated April 1, 1983, in the aggregate principal amount of $1,675,000 (the Prior Issue); and WHEREAS, the Town and the Escrow Bank have found in carrying out their respective duties under the Escrow Agreement that certain amendments to the Escrow Agreement are desirable in order to give effect to the true intention and purpose thereof; and WHEREAS, such amendments are necessary formal amendments, the effect of which would not be to abrogate, impair, or otherwise affect any right of any registered owner of any Bond or any holder of any bond of the Prior Issue conferred by an ordinance pursuant to which such Bond or bond of the Prior Issue was authorized, the Escrow Agreement, or any applicable statute or law; and -3- ýÿ WHEREAS, there have been filed with the Town Clerk forms of , a First Amended Escrow Agreement, dated as of August 15, 1985 (the Amended Escrow Agreement), between the Town and the Escrow Bank, and of a Notice (the Notice) to the registered owners of the Bonds and to the holders of the bonds of the Prior Issue; and WHEREAS, the Escrow Bank has agreed not to require the Town to furnish any assurances or undertakings to indemnify it against any claims or losses suffered by any registered owner of any Bond or any holder of any bond of the Prior Issue, provided only that the costs of publishing and mailing the Notice shall not be borne by the Escrow Bank. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, THAT: 1. Approval and Execution of Amended Escrow Aqreement. The form of Amended Escrow Agreement heretofore filed with the Town Clerk is hereby approved. The Mayor and the Town Clerk are hereby authorized and directed to execute the Amended Escrow Agreement and to affix the seal of the Town thereto. 2. Approval and Publication and Mailinq of Notice. The form of Notice heretofore filed with the Town Clerk is hereby approved. The Escrow Bank is hereby authorized and directed to give such Notice to the registered owners of the Bonds and to the holders of the bonds of the Prior Issue by publication thereof at least one (1) time by one (1) publication in The Denver Post and by mailing such Notice by certified or registered first-class postage prepaid mail to all of the registered owners of the Bonds at the addresses appearing on the -4- ýÿ registration books of the Town and to all of the holders of the , bonds of the Prior Issue whose names and addresses are known to the paying agent for the Prior Issue or the Escrow Bank. The costs of such publication and mailing shall be borne by Kirchner, Moore & Company, the purchaser of the Bonds and the bonds of the Prior Issue. 3. Ratification of Actions. All actions heretofore taken by the Town and by the officers thereof not inconsistent herewith directed toward the authorization of amendments to the Escrow Agreement and publication and mailing of the Notice are hereby ratified, approved, and confirmed. 4. Repealer of Measures. All ordinances, resolutions, acts, orders, or parts thereof of the Town in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any ordinance, resolution, act, order, or part thereof heretofore repealed. 5. Severability. If any paragraph, clause, or provision of this Ordinance is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining paragraphs, clauses, or provisions hereof, the intention being that the various paragraphs, clauses, or provisions hereof are severable. -5- ýÿ ADOPTED AND APPROVED this 19th day of March, 1986. TOWN OF FRASER, COLORADO (TOWN) (SEAL) ATTEST: (~dli,JtU1 To . Clerk ~ -6- Trustee ~hQu.(\e{ seconded the motion. The question being upon the adoption of the Ordinance, the roll was called with the following result: Trustees voting YEA: C. B. Jensen Marianne Klancke Sue Buchheister G. Clifford Clayton Mary A. Finlay Steve Parks James Schauner Trustees voting NAY: NnflE:. . The Mayor thereupon declared that a majority of the members of the Board of Trustees having voted in favor thereof, the motion was carried and the Ordinance was duly adopted. Thereupon it was ordered that the Ordinance, after its approval by the Mayor and attestation by the Town Clerk, be published in the Winter Park Manifest, Winter Park, Colorado, a newspaper of general circulation in the Town, and be recorded in a book kept fo~ that purpose. -7- After consideration of other business to come before the Board, the meeting was adjourned. c~ (TOWN) (SEAL) ATTEST: (J~~Jf/~"k ;;)1'1 ToWQ/Cler ~ -8- ýÿ FIRST AMENDED ESCROW AGREEMENT RELATING TO TOWN OF FRASER, COLORADO GENERAL OBLIGATION WATER REFUNDING BONDS SERIES 1985 DATED AUGUST 15, 1985 - $1,565,000 AND THE REFUNDING AND PAYMENT OF TOWN OF FRASER, COLORADO GENERAL OBLIGATION WATER REFUNDING BONDS DATED APRIL 1, 1983 - $1,675,000 ýÿ This First Amended Esc~ow Ag~eement (this Escrow Agreement), dated as of August 15, 1985, but actually executed on the dates hereinafter specified, by and between the Town of Fraser, Colorado, a political subdivision of the State of Colorado (the Town), and Central Bank of Denver, a banking corporation, a member of the Fede~al Deposit Insurance Corporation and a commercial bank possessing and exercising full trust powers (the Escrow Bank), WIT N E SSE T H: WHEREAS, pursuant to the provisions of part 1 of article 56 of title 11, Colorado Revised Statutes, as amended, the Town by ordinance duly adopted July 15, 1985 (the Ordinance), has authorized the issuance and sale of its General Obligation Water Refunding Bonds, Series 1985, -dated August. 15, 1985, in the aggregate principal amount of $1,565,000 (the Bonds), which are being issued to refund, pay and discharge its General Obligation Water Refunding Bonds, dated April 1, 1983, in the aggregate principal amount of $1,675,000 (the Prior Issue); and WHEREAS, a certified copy of the Ordinance has been delivered to the Escrow Bank herewith and is incorporated herein by reference in its entirety; and WHEREAS, a portion of the proceeds of the Bonds and certain other funds of the Town (or specified Federal Securities) are to be placed in escrow with the Escrow Bank to be invested and used for the purpose of paying the principal of and interest on the bonds of the Prior Issue (the Debt Service Requirements) as provided in the Ordinance; and -1- ýÿ WHEREAS, attached hereto as Exhibit A a?d made a part hereof is a list of Federal Securities with appropriate maturities and yields to insure the payment of the Debt Service Requirements as the same become due; and WHEREAS, attached hereto as Exhibit B and made a part hereof IS a true, complete and correct copy of the schedule of the Debt Service Requirements and computations made in determining the sufficiency of the escrow deposit as verified by Hein & Associates, certified public accountants licensed to practice in the State of Colorado. NOW, THEREFORE , In consideration of the mutual agreements herein contained, in consideration of the sum hereinafter specified duly paid by the Town to the Escrow Bank at or before the delivery of these presents, the receipt of which is hereby acknowledged, and in order to secure the payment of the Debt Service Requirements as the same become due, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: Section 1. Creation of Escrow. Simultaneously with the delivery of the Bonds there will be deposited with the Escrow Bank in escrow, to be held and accounted for in the separate trust account designated as the Escrow Fund in the Ordinance and to be held, invested and paid out as provided in this Escrow Agreement, Bond proceeds in the amount of $1,495,700 and other funds of the Town in the amount of $100,000. The Escrow Bank, -2- on behalf of the Town, shall purchase the Federal Securities described in Exhibit A hereto, which obligations the Town shall cause to be made available to the Escrow Bank for such purchase. Exhibi t A does not contemplate temporary investment of idle cash in Federal Securities bearing interest at the rate of 0% per annum. Of the aforesaid amounts, the sum of $100 IS being retained in such escrow as beginning cash and will not be invested. Section 2. Sufficiency of Escrow. It is agreed that the Federal Securities to be so purchased are such that if interest thereon and principal of such Federal Securities are paid as such interest and principal become due, the principal and interest on such Federal Securities along with such beginning cash will be sufficient at all times to' permit the prompt payment of the Debt Service Requirements as the same become due. Section 3. Holding and Disposition of Federal Securities and Moneys. The Escrow Bank agrees that it will hold the Federal Securities acquired for the Escrow Fund (other than any Federal Securities acquired for the Escrow Fund which are held by the Federal Government as book entries), the beginning cash, and the moneys received from time to time as principal of and interest on the Federal Securities in trust to secure and for the payment of the Debt Service Requirements, that it will collect the principal of and the interest on the Federal Securities held by it hereunder promptly as such principal and interest become due, and that it will apply all moneys_ so -3- collected to the payment of the Debt Service Requirements as they become due. Section 4. Transfers for Debt Service Requirements. The Escrow Bank shall make such credit arrangements with the paying agent for the Prior Issue as will assure, to the extent of moneys in the Escrow Fund properly allocable to and available therefor, the payment of the Debt Service Requirements when due. Sect ion 5. Terminat ion of Escrow Fund. When all of the bonds of the Prior Issue have become due and when payment or provision for payment shall have been made with the paying agent therefor so that the Pr ior I ssue shall be or shall have been paid in full and discharged, the Escrow Bank shall irrunediately pay over to the Town the moneys, if any, then 'remaining in the Escrow Fund. Section 6. Fees and Costs, The Escrow Bank's total fees and costs for and in carrying out the provisions of this Escrow Agreement have been fixed at $5,500, which amount shall be paid to the Escrow Bank In full at or prior to the time of the issuance of the Bonds by the Town from proceeds of the Bonds which are not being depos i ted into the Escrow Fund, and such fees and costs are not to be deducted from the Escrow Fund. Section 7. Deficiencies. If at any time it shall appear to the Escrow Bank that the moneys in the Escrow Fund allocable for such use thereunder will not be sufficient to make any payment due to the holders of any bonds of the Prior Issue, the Escrow Bank shall irrunediately notify the Town, stating ~the reasons for such deficiency. -4- Section 8. Reports. On or before December 31 of each year during the term of this Escrow Agreement the Escrow Bank shall submit to the Town a report covering all moneys it shall have received and all payments it shall have made or caused to be made hereunder. Such report shall also list all investments held in the Escrow Fund and the moneys existing in the Escrow Fund on said date. Section 9. Character of Deposit. It is recognized that title to the Federal Securities and moneys held in the Escrow Fund from time to time shall remain vested in the Town but subj ect always to the pr ior charge arid I ien thereon of thi s Escrow Agreement and the use thereof required to be made by the provisions hereof. The Escrow Bank shall hold .all such moneys and obligations in a special trust fund and account separate and wholly segregated from all other moneys or securities of the Escrow Bank or deposited herein and shall never commingle such moneys or securities with other moneys or securities. The moneys and Federal Securities shall not be subject to checks drawn by the Town. Section 10. Securinq Deposit. All uninvested moneys held at any time in the Escrow Fund shall be held in any branch of the Federal Reserve Bank or any commercial bank or trust company possessing and exercising full trust powers, having capital and surplus of $10,000,000 or more and which IS a member of the Federal Deposit Insurance Corporation, or any combination thereof. Any Federal Securities and any uninvested moneys accounted for in the Escrow Fund may from time to time be placed -5- ýÿ by the Escrow Bank for safekeeping wholly or in part in any branch of the Federal Reserve Bank or in any such commercial bank or trust company, or any combinat ion thereof, act ing as subagents of the Escrow Bank. Each such branch of the Federal Reserve Bank or corrnnercial bank or trust company holding any Federal Securities accounted for in the Escrow Fund or any uninvested moneys accounted for therein, or both such securities and such moneys, prior to such a deposit there, shall be furnished by the Escrow Bank with a copy of this Escrow Agreement. If at any time the Escrow Bank fails to account for any moneys or Federal Securities held by it or by any such corrnnercial bank or trust company in the Escrow Fund, such moneys and securities shall be and remain the property 'of the Town. If for any reason such moneys or Federal Securities cannot be identified, all other assets of the Escrow Bank and of each such commercial bank or trust company failing to account therefor shall be impressed with a trust for the amount thereof, and the Town shall be entitled to a preferred claim upon such assets. No moneys paid into and accounted for in the Escrow Fund shall ever be considered as a banking deposit, and neither the Escrow Bank nor any such branch of the Federal Reserve Bank or corrnnercial bank or trust company shall have any right or ti tIe with respect thereto. Section 11. Purchaser I s Responsibility. The purchaser and the registered owners of the Bonds shall not be responsible in any manner for the application of the proceeds thereof no~ of any moneys or obligations held in the Escrow Fund. -6- Section 12. Irrevocability. The Bqnds are issued in reI iance upon this Escrow Agreement, and this Escrow Agreement shall be irrevocable and not subj ect to amendment after the Bonds have been issued, except as hereinafter provided. The Town and the Escrow Bank may agree upon any amendment to this Escrow Agreement which is necessary to correct any formal (but not substantive) defect, omission, ambiguity or inconsistent provision herein and which does not adversely affect the interests of the holders of the bonds of the Prior Issue or the registered owners of the Bonds. Section 13. Time of Essence. Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Bank by this Escrow Agreement. Section 14, Exculpatory Provisions. The duties and responsibilities of the Escrow Bank are limited to those expressly and specifically stated in this Escrow Agreement. The Escrow Bank shall not be liable for any act which it may do or omi t to do hereunder whi Ie acting with reasonable care, except for duties expressly imposed upon the Escrow Bank hereunder or as otherwise expressly provided herein. The Escrow Bank shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Town of any of its obligations, nor shall it be responsible ln any manner for the recitals or statements contained herein, ln the Ordinance, in the Bonds, in the bonds of the Prior Issue, or in any proceedings taken in connection therewith, such recitals-and statements being made solely by the Town. Nothing herein -7- ýÿ creates any obligation or liabilities on tqe part of the Escrow Bank to anyone other than the Town and the holders of the bonds of the Prior Issue pertaining thereto. The registered owners of the Bonds shall have no claim to any of the assets of the Escrow Fund. Section 15. Substitution of Federal Securities. The Escrow Bank shall not permit the substitution of any Federal Securities for those shown on Exhibit A unless prior to such substitution it shall have received a report prepared by a certified public accountant or a firm of certified public accountants licensed to practice in the State of Colorado verifying the sufficiency of the escrow deposit (including such substituted Federal Securities) to pay the Debt Service Requirements and an opinion of nationally recognized bond counsel that such substitution will not cause the Bonds to become "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended. Section 16. Definitions. Each of the terms "investments" and "Federal Securities," as used herein means only bills, certificates of indebtedness, notes, bonds, or other similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America, which are non-callable and mature pr ior to the date on which the proceeds thereof are needed to pay the Debt Service Requirements. IN WITNESS WHEREOF, the Town of Fraser, Colorado, has cacrsed this Escrow Agreement to be signed in its name and on its behalf -8- ýÿ by its Mayor and attested by its Town Clerk, and its seal to be hereunto affixed, and Central Bank of' Denver, a banking corporation, has caused this Escrow Agreement to be signed in its name by its Corporate Trust Officer and attested by its Assistant Secretary, and its corporate seal to be hereunto affixed, all as of the day and year first above written. TOWN OF FRASER, COLORADO (TOWN) (SEAL) BY:~ M yo ATTEST: L)~1~t2fJ.iJ ' Jik Town CI rk ~ CENTRAL BANK OF DENVER a banking corporation (BANK) (SEAL) By: ATTEST: i}1 -9- ýÿ STATE OF COLORADO ) ) ss. COUNTY OF GRAND ) The foregoing instrument was acknowledged before me this Io/day of6.{A-f2,CI:1, 1986, by C.B. Jensen, Mayor of the Town of Fraser I Colorado, and Virginia Winter, Town Clerk thereof, and being first duly sworn by me they severally acknowledged that they signed the foregoing document in their respective capaci ties therein set forth and declared that the statements therein contained are true. WITNESS my hand and official seal the day and year above written. My Commission Expires April 22, 1989 My commission expIres , 19 ~ Notary Public ~~ (NOTARY) ( SEAL ) -10- ýÿ STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER) The foregoing instrument was acknowledged before me this ~ttv day of ~~, 1986, by Kenneth B. Buckius, Corporate Trust Officer of Central Bank of Denver, a banking corporation, r1. ~~.....:c: L,).....j1(...V' and DaniEl A; Rieh, Assistant Secretary thereof, and being first duly sworn by me they severally acknowledged that they signed the foregoing document in their respective capacities therein set forth and declared that the statements therein contained are true. WITNESS my hand and official seal the day and year above written. My commission expires (NOTARY) ( SEAL ) -11- EXHIBIT A (Federal Securities) Par Interest Description Maturity Amount Rate United States Treasury December I, 1985 $66,600 7.11% Certificates of Indebtedness - State and Local Government Series United States Treasury December I, 1986 61,400 8.03 Notes - State and December I, 1987 76,300 8.80 Local Government December I, 1988 91,800 9.21 Series December I, 1989 107,100 9.54 December I, 1990 117,900 9.73 December I, 1991 123,800 10.01 December I, 1992 144,700 10.19 December I, 1993 166,000 10.22 December I, 1994 187,300 10.25 United States Treasury December I, 1995 213,400 10.27 Bonds - State and December I, 1996 .239,300 10.30 Local Government Series $1,595,600 -12- EXHIBIT B (Attach Report of Certified Public Accountant) -13- ýÿ