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
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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
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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.
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ADOPTED AND APPROVED this 19th day of March, 1986.
TOWN OF FRASER, COLORADO
(TOWN)
(SEAL)
ATTEST:
(~dli,JtU1
To . Clerk ~
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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.
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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 ~
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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
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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,
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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
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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.
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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
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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.
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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
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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
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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
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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 )
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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 )
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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
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EXHIBIT B
(Attach Report of Certified Public Accountant)
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