ORDINANCE NO. 2014-07
AN ORDINANCE OF THE BOARD OF TRUSTEES OF THE TOWN OF KEENESBURG, COLORADO, AUTHORIZING THE ISSUANCE OF TOWN OF KEENESBURG, COLORADO, SALES TAX REVENUE BONDS, SERIES 2014; AND DECLARING AN EMERGENCY.

BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF KEENESBURG, COLORADO:
Section 1. Definitions. As used herein, unless the context requires otherwise, the capitalized terms below shall have the following meanings:
Act: Sections 29-2-111 and 29-2-112, C.R.S.
Board: the Board of Trustees of the Town.
Bond or Bonds: the Town’s Sales Tax Revenue Bonds, Series 2014, dated as of the date of their delivery to the Initial Purchaser, as authorized by this Ordinance.
Bond Account: the “Town of Keenesburg, Colorado, Sales Tax Revenue Bonds, Series 2014, Bond Account,” created herein as a special account of the Capital Improvement Fund for the purpose of paying the principal of, premium, if any, and interest on the Bonds.
Bond Registrar or Registrar: the Town Treasurer of the Town, or his or her successor in function, which shall perform the registration, transfer and exchange functions as set forth in this Ordinance.
Business Day: any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in the Town or in the city in which the principal offices of the Paying Agent are located are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed.
Capital Improvement Fund: a special fund of the Town designated as the “Town of Keenesburg Sales Tax Capital Improvement Fund” of the Town. The Bond Account and Reserve Account are special accounts in the Capital Improvement Fund.
C.R.S. the Colorado Revised Statutes, as amended and supplemented as of the date hereof.

Event of Default: one or more of the events set forth in Section 22 of this Ordinance.
Federal Securities: only non-callable direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged.
Initial Purchaser: Branch Banking and Trust Company.
Ordinance: this Ordinance, which authorizes the issuance of the Bonds.
Outstanding: as of any date of calculation, all Bonds theretofore executed, issued and delivered by the Town except:
(a) Bonds theretofore cancelled by the Town, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Agent for cancellation;
(b) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful registered owners thereof; or
(c) Bonds deemed to have been paid as provided in Section 20 hereof.
Owner or Registered Owner or Bondowner: when used with respect to a Bond or Bonds, means the registered owner of any Outstanding Bond.
Parity Lien Bonds: one or more series of additional bonds, notes, certificates, contracts, or other similar obligations issued in accordance with Section 19 hereof, payable in whole or in part from the Capital Improvement Fund and the Pledged Revenues and having a lien thereon on a parity with the lien on the Bonds.
Paying Agent: initially, the Town Treasurer, or his or her successors in function, which shall perform the function of paying agent as set forth in this Ordinance.
Permitted Investments: any of the investments or deposits which are at the time permitted by the laws of the State of Colorado and applicable ordinances or other provisions of the Town Code.
Pledged Revenues:
(i) the net revenue derived from the Sales Tax at the rate of three percent (3.00%), which was approved at the 2014 Election, which is hereby pledged to be deposited in or credited to the Capital Improvement Fund to the extent necessary to pay the principal of and interest on the Bonds and to replenish the Reserve Fund;
(ii) proceeds of the Bonds or other legally available moneys deposited into and held in the Capital Improvement Fund, the Bond Account and the Reserve Account;
(iii) interest or investment income on the Bond Account and the Reserve Account;
(iv) any additional legally available taxes (other than general ad valorem taxes), funds or revenues which the Board hereafter pledges to the payment of the Bonds and that are deposited into and held in the Capital Improvement Fund, the Bond Account or the Reserve Account; and
(v) to the extent permitted by this Ordinance, the proceeds derived by the Town from any legally available tax or taxes or fees (other than general ad valorem taxes) which replace or supersede the Town’s Sales Tax, regardless of whether such taxes or fees are imposed by the Town, the State or any other political subdivision thereof; all to the extent that any of the foregoing are at any time required by Section 17 hereof to be deposited into and held in the Capital Improvement Fund, the Bond Account or the Reserve Account.
Notwithstanding the foregoing, or any other provision of this Ordinance, the term “Pledged Revenues” does not include: (i) any amounts determined, pursuant to the Sales Tax Ordinance, and other applicable law, to be subject to valid claims for refunds; (ii) moneys retained by the Town for costs of collection, administration and enforcement of the Sales Tax; (iii) amounts lawfully withheld by retailers and vendors to cover their expenses in collecting and remitting the Sales Tax; (iv) the proceeds of any increase in the Sales Tax above three percent (3.00%) that is to be deposited in the Capital Improvement Fund, unless such increase is expressly pledged to the payment of the Bonds by the Board; or (v) incremental sales taxes which are pledged to the payment of obligations issued pursuant to an urban renewal plan as defined in Section 31-25-103(9), C.R.S., a plan of development as defined in Section 31-25-802(6.4), C.R.S., or a value capture plan as defined in Section 43-4-508, C.R.S.
Project: the projects to be financed with the proceeds of the Bonds as authorized by the Town’s voters at the 2014 Election, funding the Reserve Account (if set forth in the Sale Certificate), and the costs of issuance of the Bonds.
Proposal: the proposal of the Initial Purchaser to purchase the Bonds dated June 6, 2014.
Record Date: the fifteenth (15th) day of the calendar month next preceding each interest payment date for the Bonds.
Reserve Account: the “Town of Keenesburg, Colorado, Sales Tax Revenue Bonds, Series 2014, Reserve Account” of the Capital Improvement Fund created herein for the purpose of further securing the payment of the principal of and interest on the Bonds.
Reserve Account Requirement: an amount equal to the least of (i) 10% of the stated principal amount of the Bonds, unless original issue discount or premium on such Bonds exceeds 2%, then 10% of the issue price of the Bonds, (ii) 100% of the maximum annual debt service requirements on the Bonds, or (iii) 125% of the average annual debt service requirements on the Bonds, or such other amount as is set forth in the Sale Certificate.
Sale Certificate: the certificate executed by any member of the Board or the Town Treasurer dated on or before the date of delivery of the Bonds, setting forth those determinations that may be delegated to such officials pursuant to Section 11-57-205(1), C.R.S., subject to the parameters and restrictions contained in Section 5(b) of this Ordinance.
Sales Tax: the Town’s three percent (3%) sales tax on the sale of tangible personal property at retail and the furnishing of services imposed by the Sales Tax Ordinance.
Sales Tax Ordinance: Article IV of the Town Code, as amended from time to time.
Special Record Date: a special date fixed to determine the names and addresses of Owners of Bonds for purposes of paying interest on a special interest payment date for the payment of defaulted interest.
Subordinate Lien Bonds: additional bonds, notes, certificates, contracts, or other similar obligations, issued in accordance with Section 19 hereof, payable in whole or in part from the Capital Improvement Fund and Pledged Revenues and having a lien thereon which is subordinate to the lien of the Bonds and Parity Lien Bonds.
Supplemental Act: the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, Colorado Revised Statutes.
Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the Bonds, and applicable regulations and rulings thereunder.
Term Bonds: Bonds that are payable on or before their specified maturity dates from sinking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates.
Town: the Town of Keenesburg, Colorado.
Town Clerk: the duly appointed Town Clerk of the Town, or his or her successor in function.
Town Code: the municipal code of the Town, as it may be amended from time to time.
Town Treasurer: the duly appointed Town Treasurer of the Town, or his or her successor in function.
2014 Election: means the special municipal election held in the Town on April 1, 2014.
Section 2. Recitals.
(a) The Town is a legal and regularly created, established, organized and existing municipal corporation under the Constitution and laws of the State of Colorado.
(b) At the 2014 Election, the registered electors of the Town approved the following ballot question which authorized an increase in the rate of the Sales Tax imposed by the Town:
TOWN OF KEENESBURG BALLOT ISSUE 2A:
AND SHALL TOWN OF KEENESBURG, COLORADO, SALES TAX BE INCREASED ANNUALLY BEGINNING JULY 1, 2014 AND BY $120,000 IN 2015 (FIRST FULL FISCAL YEAR), AND BY SUCH AMOUNTS AS ARE RECEIVED IN ANY YEAR THEREAFTER BY THE IMPOSITION OF AN ADDITIONAL 1% SALES TAX TO BE USED, ALONG WITH THE TOWN’S EXISTING 2% SALES TAX REVENUE, FOR (1) DEPOSIT INTO THE CAPITAL IMPROVEMENT FUND TO FINANCE CAPTIAL IMPROVEMENTS OF THE TOWN, (2) THE REPAYMENT OF DEBT INCURRED FOR SUCH CAPITAL IMPROVEMENTS, OR (3) OTHER GENERAL FUND PURPOSES OF THE TOWN, AS SUCH MAY BE DETERMINED BY THE BOARD OF TRUSTEES; AND SHALL TOWN USE TAXES BE INCREASED ANNUALLY BEGINNING JULY 1, 2014, AND BY $100,000 IN 2015 (FIRST FULL FISCAL YEAR), AND BY SUCH AMOUNTS AS ARE RECEIVED IN ANY YEAR THEREAFTER BY THE IMPOSITION OF AN ADDITIONAL 1% USE TAX TO BE USED FOR GENERAL FUND PURPOSES OF THE TOWN; AND SHALL THE REVENUES FROM SUCH SALES TAX INCREASE AND SUCH USE TAX INCREASE, AND ANY INVESTMENT EARNINGS THEREON, BE COLLECTED AND SPENT BY THE TOWN FOR THE ABOVE STATED PURPOSES WITHOUT REGARD TO ANY SPENDING, REVENUE RAISING OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, ALL IN ACCORDANCE WITH THE ORDINANCE ADOPTED BY THE BOARD OF TRUSTEES OF THE TOWN AND SET FORTH IN ORDINANCE NO. 2014-01?
(c) At the 2014 Election, the registered electors of the Town authorized an increase in the debt of the Town pursuant to the following ballot question:
TOWN OF KEENESBURG BALLOT ISSUE 2B:
SHALL THE TOWN OF KEENESBURG DEBT BE INCREASED $960,000, WITH A REPAYMENT COST OF NOT TO EXCEED $1,900,000; WITHOUT INCREASING ANY TAXES OF THE TOWN; SUCH DEBT TO CONSIST OF SALES TAX REVENUE BONDS OR OTHER MULTIPLE FISCAL YEAR FINANCIAL OBLIGATIONS ISSUED OR INCURRED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF THE COSTS OF CONSTRUCTING, ACQUIRING, INSTALLING, COMPLETING AND OTHERWISE PROVIDING STREET IMPROVEMENTS OF THE TOWN; SUCH DEBT TO BE PAYABLE FROM ALL OR ANY PORTION OF THE TOWN’S SALES TAX REVENUE AS DETERMINED BY THE TOWN BOARD; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 7.00% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AS MAY BE DETERMINED BY THE TOWN BOARD, SUCH DEBT TO BE SOLD IN ONE SERIES OR MORE AT A PRICE ABOVE, BELOW, OR EQUAL TO THE PRINCIPAL AMOUNT OF SUCH DEBT AND ON SUCH TERMS AND CONDITIONS AS THE TOWN MAY DETERMINE, INCLUDING PROVISIONS FOR REDEMPTION OF THE DEBT PRIOR TO MATURITY WITH OR WITHOUT PAYMENT OF PREMIUM IN AN AMOUNT NOT IN EXCESS OF 3% OF THE PRINCIPAL AMOUNT BEING REDEEMED; AND SHALL THE TOWN BE AUTHORIZED TO ISSUE DEBT TO REFUND THE DEBT AUTHORIZED IN THIS QUESTION, PROVIDED THAT AFTER THE ISSUANCE OF SUCH REFUNDING DEBT THE TOTAL OUTSTANDING PRINCIPAL AMOUNT OF ALL DEBT ISSUED PURSUANT TO THIS QUESTION DOES NOT EXCEED THE MAXIMUM PRINCIPAL AMOUNT SET FORTH ABOVE, AND PROVIDED FURTHER THAT ALL DEBT ISSUED BY THE TOWN PURSUANT TO THIS QUESTION IS ISSUED ON TERMS THAT DO NOT EXCEED THE REPAYMENT COSTS AUTHORIZED IN THIS QUESTION; AND SHALL THE REVENUES FROM SUCH DEBT, AND ANY INVESTMENT EARNINGS THEREON, BE COLLECTED AND SPENT BY THE TOWN FOR THE ABOVE STATED PURPOSES WITHOUT REGARD TO ANY SPENDING, REVENUE RAISING OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND ANY OTHER LAW?

(d) Pursuant to Article X, Section 20(4) of the Colorado Constitution, the authorized debt cannot be sold on terms which exceed the maximum repayment costs described in the ballot question or in the notice sent to voters. Pursuant to the ballot question and the ballot issue notice provided to electors of the Town in connection with the 2014 Election, the principal amount of the authorized debt cannot exceed $960,000, the maximum annual repayment cost of debt issued pursuant to the election question cannot exceed $120,000 and the total repayment cost of debt issued pursuant to the election question cannot exceed $1,900,000.
(e) No debt has been issued by the Town pursuant to the authority conferred at the 2014 Election.
(f) Pursuant to Section 29-2-112, C.R.S., any municipality which has pledged sales tax revenues solely for capital improvement purposes and has created a sales tax capital improvement fund may, in anticipation of collection of sales tax revenues, issue revenue bonds payable solely from the fund for the purpose of financing capital improvements.
(g) The Town has created the Capital Improvement Fund and the Town currently has no bonds or obligations payable from moneys on deposit in the Capital Improvement Fund.
(h) The Board has determined to authorize and issue the Bonds for the purpose of defraying a portion of the costs of the Project.
(i) The Board intends to negotiate a proposal with the Initial Purchaser concerning the purchase of the Bonds.
(j) The Bonds authorized by this Ordinance shall be payable from the Capital Improvement Fund and available proceeds of the Pledged Revenues deposited in the Capital Improvement Fund and shall have a first and prior lien, but not necessarily an exclusive first lien, on such Capital Improvement Fund and Pledged Revenues.
(k) The Board has determined, and hereby determines that the Bonds authorized by this Ordinance shall be sold to the Initial Purchaser pursuant to the Proposal.
(l) It is necessary to provide for the form and details of the Bonds, the payment of the Bonds, and other provisions relating to the authorization and issuance of the Bonds.
Section 3. Authorization; Supplemental Act. In accordance with the Constitution and laws of the State of Colorado, including but not limited to the Act, the Supplemental Act, the 2014 Election and the provisions of this Ordinance, the Town hereby authorizes the issuance of its sales tax revenue bonds, to be designated the “Town of Keenesburg, Colorado, Sales Tax Revenue Bonds, Series 2014,” in the aggregate principal amount approved in the Sale Certificate (provided, however, that the principal amount of the Bonds shall not exceed $960,000) to be payable from the Capital Improvement Fund and available proceeds of the Pledged Revenues deposited therein.
Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Board hereby elects to apply all of the Supplemental Act to the Bonds.
The Bonds are issued under the authority of the Act and shall so recite as provided in Section 8 hereof. Pursuant to Section 29-2-112(10), C.R.S., such recital conclusively imparts full compliance with all the provisions of said section, and the Bonds issued containing such recital shall be incontestable for any cause whatsoever after their delivery for value. The Bonds are also issued under the authority of the Supplemental Act and shall so recite as provided in Section 8 hereof. Pursuant to Section 11-57-210 Colorado Revised Statutes, such recital shall be conclusive evidence of the validity and regularity of the issuance of the Bonds and their delivery for value.
Pursuant to Section 11-57-205 of the Supplemental Act, the Board hereby delegates to any member of the Board or the Town Treasurer the independent authority to sign a contract for the purchase of the Bonds or to accept a binding bid for the Bonds and to execute any agreement or agreements in connection therewith, and the Board hereby further delegates to any member of the Board or the Town Treasurer the authority to independently make any determination delegable pursuant to Section 11-57-205(1)(a-i) of the Supplemental Act, in relation to the Bonds, and to execute the Sale Certificate setting forth such determinations, subject to the parameters and restrictions contained in Section 5(b) of this Ordinance.
Section 4. Special Obligations; Pledge; Negotiability.
(a) All of the Bonds, together with the interest accruing thereon, shall be payable solely from the Capital Improvement Fund and the Pledged Revenues deposited therein, which are hereby irrevocably so pledged. The Owner or Owners of the Bonds may not look to any ad valorem property taxes levied or collected by the Town for the payment of the principal of and interest on the Bonds, and the Bonds shall not constitute a debt or an indebtedness of the Town within the meaning of any constitutional, or statutory provision or limitation; nor shall they be considered or held to be general obligations of the Town. None of the covenants, agreements, representations and warranties contained herein or in the Bonds shall ever impose or be construed as imposing any liability, obligation or charge against the Town (except to the extent of the Pledged Revenues which are to be deposited in the Capital Improvement Fund, the Bond Account or the Reserve Account thereof) or its general credit, payable out of its general funds or out of any funds derived from ad valorem property taxation. The payment of the Bonds are not secured by an encumbrance, mortgage or other pledge of any property, except the Pledged Revenues which are to be deposited in the Capital Improvement Fund, the Bond Account or the Reserve Account thereof as provided herein, and the full faith and credit of the Town is not pledged for the payment of the Bonds.
(b) The Town hereby irrevocably pledges the Capital Improvement Fund and the Pledged Revenues which are to be deposited therein, on the terms provided herein, for the payment of the principal of and interest on the Bonds. Such pledge shall create an irrevocable and first lien (but not an exclusive first lien) on the Capital Improvement Fund and the Pledged Revenues for the payment of the principal of and interest on the Bonds.
(c) The covenants and agreements herein set forth to be performed on behalf of the Town shall be for the equal benefit, protection and security of the Owners of any and all of the Outstanding Bonds. The Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction, except as otherwise expressly provided in or pursuant to this Ordinance.
(d) The issuance of the Bonds by the Town shall constitute a warranty by and on behalf of the Town for the benefit of each and every Owner of any of the Bonds that the Bonds have been issued for valuable consideration in full conformity with law. Subject to the registration provisions hereof and the provisions of Section 9 hereof, the Bonds hereby authorized shall be fully negotiable and shall have all the qualities of negotiable paper, and the Owners thereof shall possess all rights enjoyed by the holders of negotiable instruments under the provisions of the Colorado Uniform Commercial Code. 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 Town and the original or any intermediate Owner of any Bonds or any setoffs or cross-claims.
(e) The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by § 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons or entities having claims of any kind in tort, contract, or otherwise against the Town irrespective of whether such persons or entities have notice of such liens.
Section 5. Bond Details.
(a) Subject to the provisions of Section 9 hereof, the Bonds shall be issued only as fully registered Bonds without coupons in denominations of $5,000 each or integral multiples thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on its maturity date and no individual Bond will be issued for more than one maturity and interest rate). The Bonds shall be numbered in such manner as the Registrar shall determine and shall initially be registered in the name of the Initial Purchaser. The Bonds shall be dated as of the date of their delivery, and shall bear interest from their date until maturity, except that any Bond which is reissued upon transfer, exchange or other replacement shall bear interest from the most recent payment date to which interest has been paid, or if no interest has been paid, from the date of the Bonds.
(b) The Bonds shall mature, bear interest from their dated date to maturity, and be sold, all as provided in the Sale Certificate, provided that:
(i) the aggregate principal amount of the Bonds shall not exceed $960,000;
(ii) the maximum annual repayment cost of the Bonds shall not exceed $120,000;
(iii) the total repayment cost of the Bonds shall not exceed $1,900,000;
(iv) the Bonds shall mature no later than December 1, 2026;
(v) the net effective interest rate on the Bonds shall not exceed 2.92%;
(vi) if it is determined in the Sale Certificate that the Bonds shall be subject to optional redemption, the redemption price shall not exceed 100%; and
(vii) the purchase price of the Bonds shall not be less than 100% of the original principal amount of the Bonds.
(c) Interest on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each June 1 and December 1, commencing on the date provided in the Sale Certificate.
Section 6. Payment of Bonds - Paying Agent and Bond Registrar.
(a) The principal of the Bonds shall be payable to the Owner thereof (initially, the Initial Purchaser) upon maturity 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, it shall continue to draw interest at the interest rate borne by said Bond until the principal thereof is paid in full. Payment of interest on any Bond shall be made to the Owner thereof (initially, the Initial Purchaser) by check, draft or wire sent 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 Owner thereof at his or her address as it last appears on the registration records kept by the Registrar on the Record Date; but any such interest not so timely paid shall cease to be payable to the person who is the Owner thereof at the close of business on the Record Date and shall be payable to the person who is the Owner thereof at the close of business on a Special Record Date for the payment of 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 to the Owners of the Bonds not less than ten days prior to the Special Record Date by first-class mail to each such 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 between the Owner of such Bond and the Paying Agent; provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the payment dates stated in this Ordinance. All such payments shall be made in lawful money of the United States of America without deduction for the services of the Paying Agent or Registrar.
Section 7. Prior Redemption.
A. The Bonds shall be subject to redemption prior to maturity at the option of the Town as provided in the Sale Certificate.
B. The Term Bonds, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts and at the prices provided in the Sale Certificate.
On or before the thirtieth day prior to each such sinking fund payment date, the Registrar shall proceed to call the Term Bonds (or any Term Bond or Term Bonds issued to replace such Term Bonds) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town.
At its option, to be exercised on or before the sixtieth day next preceding each such sinking fund redemption date, the Town may (a) deliver to the Registrar for cancellation Term Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any Term Bonds of the same maturity subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and canceled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (a) and (b) of the preceding sentence are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar’s duty to give notice of sinking fund redemption as provided in this subsection B.
So long as the Initial Purchaser is the sole owner of 100% of the Bonds, the Initial Purchaser shall not be required to surrender the Bonds to the Paying Agent to receive payment in connection with a mandatory sinking fund redemption, but shall be required to surrender such Bond on the final maturity date thereof to receive payment of the final principal payment thereof.
C. 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.
D. Notice of redemption shall be given by the Registrar in the name of the Town, by sending a copy of such notice by first-class postage prepaid mail, not more than 60 nor less than 30 days prior to the redemption date to each registered owner of any Bond all or a portion of which is called for prior redemption at his address as it last appears on the registration records kept by the Registrar. Failure to give such notice by mailing to the registered owner of any Bond or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bond.
Such notice shall identify the Bonds or portions thereof to be redeemed (if less than all are to be redeemed) including the principal amount, maturity date and CUSIP number thereof, if any, and the date fixed for redemption, and shall further state that on such redemption date the principal amount thereof and the designated premium thereon, if any, will become due and payable at the Paying Agent, 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 hereinabove provided, the Bond or Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation and surrender thereof at the Paying Agent, the Town will pay the principal of and premium, if any, on any Bond or Bonds so called for redemption.
In addition to the foregoing notice, further notice may be given by the Registrar in order to comply with the requirements of any Depository holding the Bonds but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Notwithstanding the provisions of this section, any notice of optional redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if such funds are not available, such redemption shall be cancelled by written notice to the Owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed.
Section 8. Form and Execution of Bonds. The Bonds shall be signed with the facsimile or manual signature of the Mayor of the Town, sealed with a facsimile or manual impression of the seal of the Town, and attested by the facsimile or manual signature of the Town Clerk. The Mayor and Town Clerk may, by the execution of a signature certificate pertaining to the Bonds, adopt as and for their respective signatures the facsimiles thereof appearing on the Bonds. At the time of the execution of the signature certificate, the Mayor and Town Clerk 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. Should any officer whose facsimile or manual signature appears on the Bonds cease to be such officer before delivery of the Bonds to the Underwriter, such facsimile or manual signature shall nevertheless be valid and sufficient for all purposes.
The Bonds shall be in substantially the following form 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 the Sale Certificate, be consistent with this Ordinance or be necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto.

[Form of Bond]

No. R-_____ $____________

UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF WELD

TOWN OF KEENESBURG

SALES TAX REVENUE BOND
SERIES 2014


INTEREST RATE MATURITY DATE DATED AS OF CUSIP

_____% December 1, 20___ _______ __, 2014 n/a

REGISTERED OWNER: BRANCH BANKING AND TRUST

PRINCIPAL AMOUNT: _______________________________________________ DOLLARS

The Town of Keenesburg, in the County of Weld and the State of Colorado (the “Town”), a municipal corporation duly organized and operating under the constitution and laws of the State of Colorado, for value received, hereby promises to pay solely from the special funds and accounts hereafter designated, but not otherwise, to the Registered Owner named above, or registered assigns, on the maturity date specified above (unless called for earlier redemption), the principal amount specified above, and in like manner to pay interest on such principal amount at the interest rate per annum specified above, payable semiannually on June 1 and December 1 each year, commencing on December 1, 2014, until such principal amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been duly made. 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.
This Bond is one of an authorized series issued pursuant to an ordinance of the Board of Trustees of the Town adopted on June 16, 2014 (the “Bond Ordinance”). To the extent not defined herein, terms used in this Bond shall have the same meanings as set forth in the Bond Ordinance. This Bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the Bond Ordinance and Sale Certificate.
So long as the Initial Purchaser is the sole owner of 100% of this Bond, the Initial Purchaser shall not be required to surrender this Bond to the Paying Agent to receive payment in connection with a mandatory sinking fund redemption, but shall be required to surrender this Bond on the final maturity date thereof to receive payment of the final principal payment thereof.
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, draft or wire sent to the person in whose name this Bond is registered in the registration records of the Town maintained by the Registrar at the principal office and at the address appearing thereon at the close of business on the Record Date.
The Bonds of which this Bond is one are all of like date, tenor, and effect except as to number, principal amount, interest rate, date of maturity, and are issued by the Town for the purpose of financing the costs of the Project, under the authority of and in full conformity with the Constitution and laws of the State of Colorado, and pursuant to the 2014 Election and the duly adopted Bond Ordinance.
This Bond is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado, an election held in the Town on April 1, 2014, Section 29-2-112, C.R.S., Title 11, Article 57, Part 2, C.R.S., and all other laws of the State of Colorado thereunto enabling, and pursuant to the Bond Ordinance duly adopted prior to the issuance of this Bond. Pursuant to Section 29-2-112, C.R.S., this recital conclusively imparts full compliance with all of the provisions and limitations of said section and this Bond shall be incontestable for any cause whatsoever after its delivery for value. Pursuant to Section 11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Bond after its delivery for value.
The principal of and interest on this Bond are payable solely from a special fund of the Town created in full conformity with law and designated as the “Town of Keenesburg Sales Tax Capital Improvement Fund” (the “Capital Improvement Fund”), and the Bond Account and Reserve Account within the Capital Improvement Fund, into which the Town covenants and agrees to deposit the Pledged Revenues, all as more particularly set forth in the Bond Ordinance. The Bonds do not constitute a debt within the meaning of any constitutional or statutory limitation. This Bond is not payable in whole or in part from the proceeds of general property taxes or any other fund of the Town except the Pledged Revenues, and the full faith and credit of the Town is not pledged for the payment of this Bond.
The Bonds of this issue constitute an irrevocable and first lien upon the Capital Improvement Fund and the Pledged Revenues deposited therein, but not necessarily an exclusive first lien. Subject to expressed conditions, obligations in addition to the Bonds of this issue may be issued and made payable from the Capital Improvement Fund having a lien thereon subordinate and junior to the lien of the Bonds of this issue or, subject to additional expressed conditions, having a lien on the Capital Improvement Fund on a parity with the lien of the Bonds of this issue, in accordance with the provisions of the Bond Ordinance.
It is hereby recited, certified, and warranted that for the payment of this Bond, the Town has created and will maintain the special fund and accounts referred to above, and will deposit therein the Pledged Revenues, and out of said special fund, as an irrevocable charge thereon, will pay the principal of and interest on this Bond in the manner provided by the Bond Ordinance. For a description of such funds and accounts, the Pledged Revenues, the manner in which the Bond Ordinance may be amended, and the nature and extent of the security afforded thereby for the payment of this Bond, reference is made to the Bond Ordinance.
THIS BOND IS A SPECIAL LIMITED OBLIGATION OF THE TOWN PAYABLE SOLELY FROM THE CAPITAL IMPROVEMENT FUND AND THE PLEDGED REVENUES DEPOSITED THEREIN. THIS BOND DOES NOT CONSTITUTE A DEBT OF THE TOWN WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION, AND SHALL NOT BE CONSIDERED OR HELD TO BE A GENERAL OBLIGATION OF THE TOWN.
It is further hereby recited, certified, and warranted that all the requirements of law have been complied with fully by the proper officers of the Town in issuing this Bond.
For the purpose of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended, the Town has designated the Bonds as qualified tax exempt obligations.
Reference is made to the Bond Ordinance for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds, the receipt and disposition of the Pledged Revenues, the nature and extent of the security, the terms and conditions under which additional bonds payable from the Pledged Revenues may be issued, the rights, duties and obligations of the Town, the rights of the Owners of the Bonds, the events of defaults and remedies, the circumstances under which any Bond is no longer Outstanding, the ability to amend the Bond Ordinance; and by the acceptance of this Bond the Registered Owner hereof assents to all provisions of the Bond Ordinance. The principal of and the interest on this Bond shall be paid, and this Bond is transferable, free from and without regard to any equities between the Town and the original or any intermediate Owner hereof or any setoffs or cross-claims.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the certificate of authentication hereon shall have been manually signed by the Bond Registrar.
IN TESTIMONY WHEREOF, the Board of Trustees of the Town of Keenesburg has caused this Bond to be signed by the manual or facsimile signature of the Mayor of the Town, sealed with a manual or facsimile impression of the seal of the Town, and attested by the manual or facsimile signature of the Town Clerk, all as of the date specified above.

TOWN OF KEENESBURG, COLORADO
(SEAL OR FACSIMILE)



(Manual or Facsimile Signature)
Mayor

ATTESTED:


(Manual or Facsimile Signature)
Town Clerk

[Form of Bond Registrar’s Certificate of Authentication]

CERTIFICATE OF AUTHENTICATION


Date of Registration
and Authentication:___________________


This Bond is one of the Bonds of the issue described in the within-mentioned Bond Ordinance, and this Bond has been duly registered in the registration records kept by the undersigned as Bond Registrar.

TOWN TREASURER, as Bond Registrar


By:_________________________________
Town Treasurer


(Form of Assignment)
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:


Signature must be guaranteed by a member
of a Medallion Signature Program.


Address of Transferee:




Social Security or other tax
identification number of transferee:



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.


[Form of Prepayment Panel]

PREPAYMENT

The following installments of principal (or portion thereof) of this Bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this Bond.
Date of Prepayment Principal Prepaid Signature of Authorized
Representative of the Depository









______________________________________________________________________________

______________________________________________________________________________



(End of Form of Prepayment Panel)



Section 9. Book Entry.
(a) Notwithstanding any contrary provision of this Ordinance, the Bonds initially shall be evidenced by one Bond of the same maturity and interest rate in denominations equal to the aggregate principal amount of the Bonds of the same maturity and interest rate. Such initially delivered Bonds shall be registered in the name of Initial Purchaser, or the Initial Purchaser’s designee. Upon transfer, any Bond may be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company, the securities depository for the Bonds, if upon transfer the Bonds become so eligible. Any Bonds hereafter registered in the name of Cede & Co. may not thereafter be transferred or exchanged except:
(1) to any successor of The Depository Trust Company or its nominee, which successor must be both a “clearing corporation” as defined in Section 4-8-102(a)(5), Colorado Revised Statutes, and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended; or
(2) upon the resignation of The Depository Trust Company or a successor or new Depository under clause (1) or this clause (2) of this paragraph (a), or a determination by the Board that The Depository Trust Company or such successor or new Depository is no longer able to carry out its functions, and the designation by the Board of another Depository institution acceptable to the Board and to the Depository then holding the Bonds, which new Depository institution must be both a “clearing corporation” as defined in Section 4-8-102(a)(5), Colorado Revised Statutes, and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of The Depository Trust Company or such successor new Depository; or
(3) upon the resignation of The Depository Trust Company or a successor or new Depository under clause (1) or clause (2) of this paragraph (a), or a determination of the Board that The Depository Trust Company or such successor or new Depository is no longer able to carry out its functions, and the failure by the Board, after reasonable investigation, to locate another qualified Depository institution under clause (2) to carry out such Depository functions.
(b) In the case of a transfer to a successor of The Depository Trust Company or its nominee as referred to in clause (1) of paragraph (a) hereof or designation of a new Depository pursuant to clause (2) of paragraph (a) hereof, upon receipt of the Outstanding Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, a new Bond for each maturity of the Bonds then Outstanding shall be issued to such successor or new Depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph (a) hereof and the failure after reasonable investigation to locate another qualified Depository institution for the Bonds as provided in clause (3) of paragraph (a) hereof, and upon receipt of the Outstanding Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new Bonds shall be issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject to the limitations of Section 5 hereof, registered in the names of such persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions.
(c) The Board, the Registrar and the Paying Agent shall be entitled to treat the Owner of any Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and none of the Board, the Registrar and the Paying Agent shall have any responsibility for transmitting payments to the beneficial owners of the Bonds held by The Depository Trust Company or any successor or new Depository named pursuant to paragraph (a) hereof.
(d) The Board, the Registrar and the Paying Agent shall endeavor to cooperate with The Depository Trust Company or any successor or new Depository named pursuant to clause (1) or (2) of paragraph (a) hereof in effectuating payment of the principal amount of the Bonds upon maturity by arranging for payment in such a manner that funds representing such payments are available to the Depository on the date they are due.
Section 10. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until a certificate of authentication on such Bond substantially in the form hereinabove set forth shall have been duly manually executed by the Bond Registrar, and such executed certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The Bond Registrar’s certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Bond Registrar, but it shall not be necessary that the same officer or signatory 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 Bond Registrar and Paying Agent shall be deemed to have assented to the provisions of, and to have agreed to abide by and to perform the duties provided for them in this Ordinance.
Section 11. Delivery of Bonds. After the adoption of this Ordinance, the Town shall execute the Bonds and deliver them to the Town Treasurer, as Paying Agent. The Town Treasurer shall authenticate the Bonds and deliver them to the Initial Purchaser, as directed by the Town.
Section 12. Registration, Transfer and Exchange. Subject to the provisions of Section 9 hereof:
(a) Records for the registration and transfer of the Bonds shall be kept by the Bond Registrar, which is hereby appointed by the Town as registrar (i.e., transfer agent) for the Bonds. Upon the surrender for transfer of any Bond at the principal office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney duly authorized in writing, the Bond 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 principal office of the Bond Registrar for an equal aggregate principal amount of Bonds of the same maturity of other authorized denominations. The Bond Registrar shall authenticate and deliver a Bond or Bonds which the Owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Bond Registrar may impose reasonable charges in connection with such exchanges and transfers of Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the Owner requesting such exchange or transfer.
(b) Except as may otherwise be provided with respect to payment of interest pursuant to Section 6 hereof, the person in whose name any Bond shall be registered on the registration records kept by the Bond Registrar shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes and payment of or on account of principal of and interest on any Bond shall be made only to or upon the written order of the Owner thereof or his or her 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.
(c) The officers of the Town are authorized to deliver to the Bond Registrar fully executed but unauthenticated Bonds in such quantities as may be convenient to be held in custody by the Bond Registrar pending use as herein provided.
Section 13. Cancellation and Destruction of Bonds. Whenever any Outstanding Bond shall be delivered to the Bond Registrar for payment pursuant to this Ordinance and upon payment of the principal amount and interest represented thereby, such Bond shall be canceled and destroyed by the Bond Registrar and recorded as such in the records of the Bond Registrar. Whenever any Outstanding Bond shall be delivered to the Bond Registrar for transfer pursuant to the provisions hereof, such Bond shall be canceled by the Bond Registrar and counterparts of a certificate of cancellation shall be furnished by the Bond Registrar to the Town.
Section 14. Lost Bonds. Subject to the provisions of Section 9 hereof, if any Bond shall be lost, stolen, destroyed or mutilated, the Bond Registrar may, upon receipt of such evidence, information or indemnity relating thereto as it or the Town 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 shall have been called for redemption, the Bond Registrar may direct that such Bond be paid by the Paying Agent in lieu of replacement. The Bond Registrar and the Town may require that the Owner of any such Bond pay their reasonable fees, charges and expenses relating to their activities pursuant to this Section.
Section 15. Disposition of Bond Proceeds and Additional Deposits. The Bonds, when executed and registered as provided by law, shall be delivered to the Underwriter as directed by the Town, and proceeds derived therefrom shall be used as follows:
(a) an amount equal to the amount set forth in the Sale Certificate, if any, shall be deposited to the Reserve Account;
(b) an amount equal to the amount set forth in the Sale Certificate shall be deposited with the Paying Agent and used to pay the costs of issuance of the Bonds, as set forth in the Paying Agent Agreement; and
(c) the remaining proceeds shall be transferred to the Town for the purpose of paying the costs of the Project.
After payment of the costs of the Project, or after adequate provision therefore is made, any unexpended balance of Bond proceeds shall be deposited by the Town into the Bond Account for the payment of the principal of and interest on the Bonds as the same become due.
Neither the Underwriter nor any subsequent Owners of the Bonds shall be responsible for the application or disposal by the Town or any of its officers of the funds derived from the sale thereof.
Section 16. Funds and Accounts. The Sales Tax Ordinance created the Capital Improvement Fund. There are hereby created the following accounts to be held in trust for the Owners, which shall be book accounts and maintained by the Town in accordance with this Ordinance and the Sales Tax Ordinance:
A. the Bond Account; and
B. the Reserve Account.
Section 17. Use of Pledged Revenues. So long as any Bonds shall be outstanding, either as to principal or interest, the Pledged Revenues shall immediately upon receipt by the Town be deposited to the Capital Improvement Fund to the extent required below and shall be applied only in the following manner and order:
(a) Bond Account. First, the Town covenants to deposit to the Bond Account, from the Pledged Revenues on deposit in the Capital Improvement Fund, the following amounts:
(i) Monthly, commencing on the first day of the month immediately succeeding the delivery of any of the Bonds, an amount in equal monthly installments necessary, together, with any other moneys from time to time available therefor, to pay the next maturing installment of interest on the Bonds then Outstanding; and
(ii) Monthly, commencing on the first day of the month immediately succeeding the delivery of any of the Bonds then Outstanding, or commencing on the first day of the month one year next prior to the first principal payment date of the Bonds, whichever is later, an amount in equal monthly installments necessary, together with any other moneys from time to time available therefor, to pay the next maturing installment of principal on the maturing Bonds then Outstanding.
If prior to any interest payment date or principal payment date, there has been accumulated in the Bond Account the entire amount necessary to pay the next maturing installment of interest or principal, or both, the payment required in subparagraph (i) or (ii) (whichever is applicable) of this paragraph, may be appropriately reduced; but the required monthly amounts again shall be so credited to such account commencing on such interest payment date or principal payment date. Except as otherwise provided herein, the moneys in the Bond Account shall be used only to pay the principal of and interest on the Bonds as the same become due.
(b) Reserve Account. Second, the Town covenants to deposit to the Reserve Account, monthly, on or before the first day of each month, commencing on or before the first day of the month immediately succeeding the delivery of the Bonds, such amount or amounts, if any, as may be necessary to restore and maintain in the Reserve Account an amount equal to the Reserve Account Requirement, as a continuing reserve to secure the payment of the Bonds by meeting possible deficiencies in the Bond Account. In determining the amounts required to be deposited as provided above, the Town shall receive credit for any investment earnings on deposit in the Reserve Account. No credit need be made to the Reserve Account so long as the moneys therein equal the Reserve Account Requirement (regardless of the source of such accumulations). The Reserve Account Requirement shall be calculated upon (i) any principal payment, whether at stated maturity or upon redemption, or (ii) the defeasance of all or a portion of the Bonds.
Except as otherwise provided herein, the Reserve Account Requirement shall be accumulated and maintained as a continuing reserve to be used only to prevent deficiencies in the payment of the principal of and the interest on the Bonds. The Reserve Account shall not secure the payment of additional Parity Lien Bonds, although such Parity Lien Bonds may be secured by a separate reserve account or reserve fund, as set forth in the documents authorizing such Parity Lien Bonds.
The Reserve Account Requirement shall be funded and maintained by any one of or any combination of (i) cash; (ii) Permitted Investments; and (iii) a reserve account insurance policy which provides for payments when and as required for purposes of the Reserve Account.
In lieu of all or a portion of the moneys required to be deposited in the Reserve Account by this Ordinance, the Town may at any time or from time to time deposit a reserve account insurance policy in the Reserve Account in full or partial satisfaction of the Reserve Account Requirement. Any such reserve account insurance policy shall be payable on any date on which moneys will be required to be withdrawn from the Reserve Account as provided herein. Upon deposit of any reserve account insurance policy in the Reserve Account, the Town may transfer moneys equal to the amount payable under such reserve account insurance policy from the Reserve Account and apply such moneys to any lawful purpose.
All cash and investments in the Reserve Account shall be transferred to the Bond Fund for payment of principal and interest on the Bonds before any drawing may be made on any reserve account insurance policy credited to the Reserve Account in lieu of cash. Payment of any policy costs shall be made prior to replenishment of any such cash amounts. Draws on all reserve account insurance policies on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of policy costs shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Account.
(c) Payment of Additional Parity Lien Bonds. Concurrently with the payments required by Subsection (a) or (b) or (c) of this Section, moneys in the Capital Improvement Fund may be used by the Town for the payment of principal of and interest on Parity Lien Bonds payable from the Pledged Revenues and hereafter authorized to be issued in accordance with this Ordinance and any other provisions herein supplemental thereto, including reasonable reserves for such securities, as the same accrue. Payments for bond funds or accounts, reserve funds or accounts or accounts for Parity Lien Bonds shall be made concurrently with the payments required by Subsections (a), (b) and (c) hereof. The lien of such Parity Lien Bonds on the Capital Improvement Fund and the Pledged Revenues and the pledge thereof for the payment of such Parity Lien Bonds shall be on a parity with the lien and pledge of the Bonds as herein provided.
(d) Termination Upon Deposits to Maturity or Redemption Date. No credit need be made to the Bond Account or the Reserve Account so long as the amount in the Bond Account plus the amount in the Reserve Account total a sum at least equal to the gross amount necessary to pay the entire amount of the Outstanding Bonds, both as to principal and interest to their respective maturities, both accrued and not accrued, and any moneys in excess thereof in said two accounts and any other Pledged Revenues may be used in any lawful manner determined by the Town. Amounts on deposit in said two accounts for purposes of this subparagraph (e) shall be held in cash or invested in Federal Securities which mature no later than one business day preceding the next interest payment date or principal payment date.
(e) Defraying Delinquencies in Bond and Reserve Accounts. If at any time the Town shall for any reason fail to credit to the Bond Account the full amount above stipulated from the Pledged Revenues, then an amount shall be credited to the Bond Account at such time from the Reserve Account equal to the difference between that paid from said Pledged Revenues and the full amount so stipulated. The money so used shall be replaced in the Reserve Account from the first Pledged Revenues received that are not required to be otherwise applied by subsection (a) or (b) of this section (and prior to any payments required for any subordinate obligations); provided, however, that an amount equal to the amount withdrawn from the Reserve Account shall be deposited by the Town in the Reserve Account no later than twelve months from the date of such withdrawal. If at any time the Town shall for any reason fail to pay into the Reserve Account the full amount above stipulated from the Pledged Revenues, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first Pledged Revenues thereafter received not required to be applied otherwise by subsection (a) or (b) of this section (and prior to any payments required for any subordinate obligations). Except as otherwise provided herein, the moneys in the Bond Account and in the Reserve Account shall be used solely for the purpose of paying the principal and any redemption premium of and the interest on the Bonds; provided, however, that any moneys at any time in excess of the Required Reserve in the Reserve Account may be withdrawn therefrom and transferred to the Bond Account; and provided further, that any moneys in the Bond Account and in the Reserve Account in excess of accrued and unaccrued principal and interest requirements to the due date of the Outstanding Bonds may be used as provided in subsection (e).
(f) Subordinate Lien Bonds. Fourth, after making the payments required by subsections (a), (b), (c) and (d) above, any remaining Pledged Revenues may be used for the payment of the principal of and interest on any Subordinate Lien Bonds, and for any reserve fund which may be established as additional security for the payment of such Subordinate Lien Bonds. Nothing in this Ordinance shall prevent the establishment of priorities or parity relationships among Subordinate Lien Bonds, whether now existing or hereafter issued (including, without limitation, any subordination of existing Subordinate Lien Bonds to other Subordinate Lien Bonds hereafter issued).
(g) Any Lawful Purpose. Fifth, after compliance with subsections (a), (b), (c), (d), and (g) above, the remaining Pledged Revenues may be used for any lawful purpose, as the Board may direct.
Nothing in this Ordinance shall prevent the Town from making refunds of amounts collected by the Town and subsequently determined, pursuant to the Sales Tax Ordinance, to be subject to valid claims for refunds.
(h) General Administration of Funds; Budget and Appropriation of Funds.
The sums provided to make the payments specified in Section 17 hereof are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Board in each year respectively while any of the Bonds, either as to principal or interest, are Outstanding and unpaid. No provision of any constitution, statute, ordinance, resolution, or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to keep and perform the covenants contained in this Ordinance so long as any of the Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Board, at its sole option, from appropriating and applying other funds of the Town legally available for such purpose to the Bond Account or Reserve Account for the purpose of providing for the payment of the principal of, interest on or any premiums due with respect to the Bonds.
The Capital Improvement Fund, Bond Account, and the Reserve Account shall each be maintained as a book account kept separate and apart from all other accounts or funds of the Town as trust accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pledged Revenues or to such accounts and any other funds of the Town to be established under this Ordinance. Moneys in any such book account shall be continuously secured to the fullest extent required by the laws of the State for the securing of public accounts. Each periodic payment shall be credited to the proper fund or account not later than the date designated therefor, except that when any such date shall be a day which is not a Business Day, then such payment shall be made on or before the next succeeding Business Day.
Moneys in the Capital Improvement Fund, the Bond Account, and the Reserve Account, not immediately needed may be deposited or invested and reinvested by the Town, in deposits or investments which are at the time Permitted Investments, subject to Section 18(k) hereof. Investments in the Reserve Account shall have an average weighted term to maturity of five years or less. Securities or obligations purchased as an investment of moneys in any such fund or account shall be deemed at all times to be a part of such fund or account, except to the extent otherwise provided herein. Interest and profit realized and any loss resulting from investments in the Capital Improvement Fund, the Bond Account, the Reserve Account shall be credited or charged to such fund, respectively. If the balance on deposit in the Reserve Account equals the Reserve Account Requirement, any such interest or profit to be credited or charged to the Reserve Account shall be Pledged Revenues and applied as required by this Section. The moneys in any fund or account herein provided for shall consist of lawful money of the United States or Permitted Investments or both such money and such Permitted Investments. Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a commercial bank, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States. Neither the Town nor any officer or employee of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance.
Investments (except investment agreements) in Ordinance funds and accounts shall be valued at the market value thereof, exclusive of accrued interest, (1) not less often than annually nor more often than monthly, and (2) upon any draw upon the Reserve Account.
Investments purchased with funds on deposit in the Bond Account shall mature not later than the payment date immediately succeeding the investment.
Section 18. Covenants of the Town. The Town hereby irrevocably covenants and agrees with each and every Owner of the Bonds that so long as any of the Bonds remain Outstanding:
(a) It will not amend, modify, or repeal the Sales Tax Ordinance in any way that would materially adversely affect the amount of Sales Tax revenues which would otherwise be collected and deposited in the Capital Improvement Fund and pledged to the payment of the Bonds. However, nothing herein shall prevent the Town from amending the Sales Tax Ordinance in order to comply with state law to make changes in the administration, collection, or enforcement of such Sales Taxes, provided that such changes would not materially adversely affect the Owners of the Bonds or the amount of Sales Tax revenues collected and deposited in the Capital Improvement Fund and pledged to the payment of the Bonds.
(b) It will administer, enforce, and collect, or cause to be administered, enforced, and collected, the Sales Tax authorized by Sales Tax Ordinance and shall take such necessary action to collect delinquent payments as shall be authorized by Sales Tax Ordinance and in accordance with law.
(c) It will keep such books and records showing the proceeds of the Sales Taxes, in which complete entries shall be made in accordance with standard principles of accounting, and any Owner of any of the Bonds shall have the right at all reasonable times to inspect the records and accounts relating to the collection and receipt of such Sales Taxes, as permitted by law.
(d) It will, at least once a year, cause an audit to be performed of the records relating to the collection and receipt of the Sales Taxes (which may be performed as a part of the Town’s general annual audit), and upon request, make available at cost the report of the auditor or accountant, to any Owner of any of the Bonds. Such audit may be made part of and included within the general audit of the Town, and made at the same time as the general audit.
(e) In the event the Sales Taxes of the Town are replaced and superseded by a state-collected, locally-shared sales tax or taxes, or are replaced and superseded in some other manner from some other source or sources, the revenue derived by the Town from said replacement source or sources, shall be administered hereunder in substantially the same manner and as to substantially the same extent as the Pledged Revenues. From and after the date of said replacement, the Bonds and any Parity Lien Bonds shall have a first and prior lien, but not necessarily an exclusive such lien, upon such replacement revenues to the same extent as the lien on the Pledged Revenues.
(f) The Town will proceed with the construction of the Project without delay and with due diligence.
(g) The Town will promptly pay the principal of and interest on every Bond issued hereunder and secured hereby on the dates and in the manner specified herein and in said Bonds according to the true intent and meaning hereof.
(h) At any and all times the Town shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver and file or record all and every such further instruments, acts, assignments, transfers, other documents and assurances as may be necessary or desirable for the better assuring, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of said Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all claims and demands of all persons whomsoever.
(i) The Town will faithfully and punctually perform all duties with respect to the Pledged Revenues required by the Constitution and laws of the State and the ordinances and resolutions of the Town, including but not limited to the proper collection and enforcement of the Sales Taxes and the segregation of the Pledged Revenues and their application to the respective funds and accounts herein designated.
(j) As of the date of issuance of the Bonds, there are no liens or encumbrances of any nature whatsoever on or against any of the Pledged Revenues, except as specified herein.
(k) The Town covenants for the benefit of the 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 Town or any facilities refinanced with the proceeds of the Bonds if such action or omission (i) would cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would 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 current earnings adjustment applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income or (iii) would cause interest on the Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant 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 Town in fulfilling the above covenant under the Tax Code have been met.
The foregoing covenant 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 Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. Notwithstanding any provision of this Section, if the Town shall obtain an opinion of nationally recognized bond counsel that any specified action required under this Section is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Bonds, the Town may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent.
(l) The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 2014. For the purpose of Section 265(b)(3)(B) of the Code, the Town hereby designates the Bonds as qualified tax-exempt obligations.
(m) Notwithstanding the above provisions, in the event that there is a final decree or judgment of any federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the Bonds is or was includable in the gross income or alternative minimum tax of an Owner of the Bonds for federal income tax purposes under the Code, such Bond shall bear interest at a taxable rate. The taxable rate shall commence on the date that the interest on the Bonds is no longer excludable from gross income for federal income tax purposes or the date on which the Bonds are no longer qualified tax exempt obligations under Section 265 of the Internal Revenue Code. The taxable rate shall mean the interest rate of the Bonds multiplied by 1.57. No such decree or action will be considered final for this purpose unless the Town has been given written notice and, if it is so desired and is legally allowed, have been afforded the opportunity to contest the same, either directly or in the name of any Owners and until conclusion of any appellate review, if sought.
Section 19. Additional Obligations.
(a) No bonds, notes, certificates, contracts, or other similar obligations shall be issued payable from the Capital Improvement Fund and the Pledged Revenues and having a lien thereon which is prior or superior to the lien of the Bonds.
(b) Nothing in this Ordinance shall be construed in such manner as to prevent the issuance by the Town of Parity Lien Bonds, provided:
(i) The Town is current in the payment of principal and interest on the Bonds and any outstanding Parity Lien Bonds, and in the accumulation of any required amounts in the Reserve Account for the Bonds (or the repayment of any draws on any reserve account insurance policy) and any other reserve account for other Parity Lien Bonds;
(ii) No Event of Default has occurred and is continuing; and
(iii) Except as hereinafter provided in the case of additional Parity Lien Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Lien Bonds then Outstanding, the Pledged Revenues for any 12 consecutive months out of the 18 months preceding the month in which such securities are to be issued, as certified by the Town Treasurer, must have been equal to at least two hundred percent (200%) of the combined maximum annual debt service requirements of the Bonds then Outstanding, any Outstanding Parity Lien Bonds, and the additional Parity Lien Bonds proposed to be issued. In determining the maximum annual principal and interest requirements as described above, mandatory sinking fund redemption installments shall be treated as serial principal maturities. In the event that the Sales Tax or any other legally available tax which has been pledged by the Town to the payment of the Bonds and the Parity Lien Bonds or which replaces or supersedes the Sales Tax to the extent permitted by this Ordinance will be increased prior to the issuance of the proposed additional Parity Lien Bonds, the calculation of the Pledged Revenues may be adjusted to reflect the amount thereof that would have been received if such increase had been in effect throughout such 12 month period, for the purpose of determining compliance with clause (ii) of this subsection. A written certification signed by the Town Treasurer that the requirements of clause (ii) of this subsection have been met shall be conclusively presumed to be accurate in determining the right of the Town to authorize, issue, sell and deliver said Parity Lien Bonds.
(c) The Parity Lien Bonds may be secured by a reserve fund or account, but Parity Lien Bonds may be issued without being secured by a reserve fund or account.
(d) Notwithstanding the foregoing or any provisions to the contrary contained herein, the Town may issue Parity Lien Bonds to refund, in whole or in part, any Outstanding Bonds or Parity Lien Bonds without complying with Subsection (b)(iii) of this Section 19 so long as the refunding Parity Lien Bonds do not increase, for any fiscal year in which any Bonds or Parity Lien Bonds will be Outstanding, the aggregate principal and interest requirements on the Bonds and Parity Lien Bonds.
(e) Nothing herein shall prevent the Town from issuing Subordinate Lien Bonds.
(f) Notwithstanding anything herein to the contrary, for so long as the Initial Purchaser is the Owner of 100% of the Bonds Outstanding, the Town shall not issue Parity Lien Bonds or Subordinate Lien Bonds without consent of the Initial Purchaser.
Section 20. Defeasance. If, when the Bonds shall be paid in accordance with their terms (or payment of the Bonds has been provided for in the manner set forth in the following paragraph), then this Ordinance and all rights granted hereunder shall thereupon cease, terminate and become void and be discharged and satisfied.
Payment of any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been provided for within the meaning and with the effect expressed in this Section if (a) in case said Bond is to be redeemed on any date prior to its maturity, the Town shall have given to the Paying Agent in form satisfactory to it irrevocable instructions to give on a date in accordance with the provisions of Section 7 hereof notice of redemption of such Bond on said redemption date, such notice to be given in accordance with the provisions of Section 6 hereof, (b) there shall have been deposited with the Paying Agent or a commercial bank exercising trust powers either moneys in an amount which shall be sufficient, or Federal Securities which shall not contain provisions permitting the redemption thereof at the option of the issuer, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or held by the Paying Agent or other commercial bank exercising trust powers at the same time, shall be sufficient to pay when due the Refunded Bond Requirements due and to become due on said Bond on and prior to the redemption date or maturity date thereof, as the case may be, and (c) in the event said Bond is not by its terms subject to redemption within the next sixty days, the Town shall have given the Paying Agent in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as the notice of redemption is given pursuant to Section 7 hereof, a notice to the Owner of such Bond that the deposit required by (b) above has been made with the Paying Agent or other a commercial bank exercising trust powers and that payment of said Bond has been provided for in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the Bond Requirements of said Bond. Neither such securities nor moneys deposited with the Paying Agent or other commercial bank exercising trust powers pursuant to this Section or principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the Refunded Bond Requirements of said Bond; provided any cash received from such principal or interest payments on such Federal Securities deposited with the Paying Agent or other commercial bank exercising trust powers, if not then needed for such purpose, shall, to the extent practicable, be reinvested in securities of the type described in (b) of this paragraph maturing at times and in amounts sufficient to pay when due the Bond Requirements to become due on said Bond on or prior to such redemption date or maturity date thereof, as the case may be. At such time as payment of a Bond has been provided for as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this ordinance, except for the purpose of any payment from such moneys or securities deposited with the Paying Agent or other commercial bank exercising trust powers.
The release of the obligations of the Town under this section shall be without prejudice to the right of the Paying Agent to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred on or about the administration of and performance of its powers and duties hereunder.
Upon compliance with the foregoing provisions of this section with respect to all Bonds Outstanding, this Ordinance may be discharged in accordance with the provisions of this section but the liability of the Town in respect of the Bonds shall continue; provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Federal Securities deposited with the Paying Agent or other commercial bank exercising trust powers as provided in this Section.
Section 21. Amendment.
(a) The Town may, without the consent of, or notice to, the Registered Owners of the Bonds, amend this Ordinance for any one or more or all of the following purposes:
(i) To add to the covenants and agreements in this Ordinance other covenants and agreements thereafter to be observed for the protection or benefit of the Registered Owners of the Bonds;
(ii) To cure any ambiguity, or to cure, correct, or supplement any defect or inconsistent provision contained in this Ordinance, or to make any provisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not materially adversely affect the interests of the Registered Owners of the Bonds;
(iii) To subject to this Ordinance additional revenues, properties, or collateral; or
(iv) In connection with the issuance of Parity Lien Bonds.
(b) Except as provided in subsection (a) of this Section, this Ordinance may be amended, without receipt by the Town of any additional consideration, but with the written consent of the Registered Owners of 66% of the Bonds then Outstanding (not including Bonds which may be held for the account of the Town). No Ordinance adopted without the written consent of the Registered Owners of all Outstanding Bonds shall have the effect of permitting:
(i) An extension of maturity of any Bond; or
(ii) A reduction in the principal amount or interest rate of any Bond; or
(iii) The creation of a lien upon Capital Improvement Fund or the Pledged Revenues ranking prior to the lien or pledge credited by this Ordinance; or
(iv) A reduction of the principal amount of Bonds required for consent to such amendatory ordinance; or
(v) The establishment of priorities as between the Bonds issued and Outstanding under the provisions of this Ordinance; or
(vi) The modification of or otherwise affecting the rights of the holders of less than all of the Outstanding Bonds.
(c) In addition to any other consent required in this Section 21, the consent of the Bond Registrar and Paying Agent is required for any amendments which materially adversely affect the Bond Registrar and Paying Agent.
Section 22. Events of Default. Each of the following events is hereby declared an Event of Default:
(a) If payment of the principal of any of the Bonds shall not be made when the same shall become due and payable at maturity or upon prior redemption;
(b) If payment of any installment of interest on the Bonds shall not be made when the same becomes due and payable;
(c) If the Town defaults in the punctual performance of its covenants hereunder (and if such default shall continue for 60 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Town by the Owners of at least 25% in aggregate principal amount of the Outstanding Bonds.
Section 23. Remedies. Upon the happening of any Event of Default, the Owner or Owners of not less than 25% in aggregate principal amount of the Outstanding Bonds, or a trustee therefor, may protect and enforce their rights hereunder by any proper legal or equitable remedy deemed most effectual including mandamus, specific performance of any covenants, the appointment of a receiver (the consent of such appointment being hereby granted), injunctive relief, or requiring the Board to act as if it were the trustee of an express trust, or any combination of such remedies. All proceedings shall be maintained for the equal benefit of all Owners. The failure of any Owner to proceed does not relieve the Town or any person of any liability for failure to perform any duty hereunder. The foregoing rights are in addition to any other right available to the Owners of Bonds and the exercise of any right by any Bondowner shall not be deemed a waiver of any other right. If any remedial action is discontinued, the Bondowners shall be restored to their positions prior to taking such action.
Section 24. Costs of Issuance. All costs and expenses incurred in connection with the issuance of the Bonds shall be paid either from the proceeds of the Bonds or from other legally available moneys of the Town, or from a combination thereof. Amounts on deposit in the Costs of Issuance Fund shall be used to pay the costs of issuance of the Bonds.
Section 25. Acceptance of Proposal. The Board hereby authorizes the sale of the Bonds to the Underwriter upon the terms, conditions, and provisions as set forth in the Sale Certificate and the Bond Purchase Agreement.
Section 26. Authorization of Documents. The officers of the Town are hereby authorized and directed to execute and deliver any documents as required by this Ordinance. Such documents are to be executed in substantially the forms hereinabove approved, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of any document or instrument by the appropriate officers of the Town herein authorized shall be conclusive evidence of the approval by the Town of such document or instrument in accordance with the terms hereof.
The officers of the Town and members of the Board are authorized and directed to take any and all other actions necessary or appropriate to effectuate the provisions of this Ordinance, including but not limited to, the execution and delivery of any and all necessary documents, instruments or certificates and performing all other acts that they deem necessary or appropriate.
It shall be the duty of the proper officers of the Town to hereafter take all action necessary for the Town to comply with the provisions of this Ordinance, as hereafter amended and supplemented from time to time.
Section 27. Parties Interested Herein. Nothing herein expressed or implied confers any right, remedy or claim upon any Person, other than the Town, the Board, the Owners of the Bonds and the Owners of any Parity Lien Bonds or other securities payable from the Pledged Revenues when reference is expressly made thereto. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, the Board, the Owners of the Bonds and the Owners of any such other securities in the event of such a reference.
Section 28. Ratification and Approval of Prior Action. All actions heretofore taken by the officers of the Town and the members of the Board, consistent with the provisions of this Ordinance, relating to conducting the 2014 Election, implementing the financing and construction of the Project and the authorization, issuance, sale and delivery of the Bonds for such purposes, be, and the same hereby are, ratified, approved and confirmed.
Section 29. 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, the intent being that the same are severable.
Section 30. Repealer. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any such bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. All rules of the Board, if any, which might prevent the final passage and adoption of this Ordinance as an emergency measure at this meeting of the Board be, and the same hereby are, suspended.
Section 31. Ordinance Irrepealable. After the Bonds are issued, this Ordinance shall constitute an irrevocable contract between the Town and the Owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied, and discharged. No provisions of any constitution, statute, charter, ordinance, resolution or other measure enacted after the issuance of the Bonds shall in any manner be construed as impairing the obligations of the Town to keep and perform the covenants contained in this Ordinance.
Section 32. Recording and Authentication. Immediately on its passage this Ordinance shall be recorded in a book kept for that purpose, authenticated by the signatures of the Mayor and Town Clerk, and shall be published in accordance with law.
Section 33. Emergency Declaration. It is hereby found and determined by the Board that: (i) the issuance of the Bonds and the construction of the Project is necessary in the public interest; and (ii) it is necessary to take advantage of the current conditions in the municipal bond market and historically low interest rates, the continuation of which cannot be predicted. As a result of the foregoing, the Board hereby declares that an emergency exists, and that this Ordinance is necessary to the immediate preservation of the public health and safety, all in accordance with §31-16-105, C.R.S. and Section 1-3-60 of the Keenesburg Municipal Code.
Section 34. Effective Date and Disposition. The procedures set forth in Section 1-3-60 of the Municipal Code requiring a second reading of this Ordinance prior to final adoption are hereby suspended. This Ordinance shall take effect immediately upon adoption by the affirmative vote of three-fourths (3/4) of the members of the Board of Trustees pursuant to §31-16-105, C.R.S. and Section 1-3-60 of the Municipal Code. This Ordinance, as adopted by the Board, shall be numbered and recorded by the Town Clerk in the official records of the Town. The adoption and publication shall be authenticated by the signatures of the Mayor and Town Clerk, and by the certificate of publication.


PASSED, ADOPTED AS AN EMERGENCY MEASURE AND ORDERED PUBLISHED IN FULL this 16th day of June, 2014, by a vote of ¾ of the members of the Town Council of the Town of Keenesburg, Colorado of ____ for and _____ against constituting the extraordinary majority required by the Municipal Code.


Mayor
(SEAL) Town of Keenesburg, Colorado
Attest:

Town Clerk
Town of Keenesburg, Colorado