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HomeMy WebLinkAboutordinance.council.031-90 t. Ie ". 'I , ORDINANCE NO. ~ I (Series of 1990) AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE CITY OF ASPEN, COLORADO, OF ITS TAXABLE SHORT-TERM NOTES, SERIES 1990 IN THE PRINCIPAL AMOUNT OF $1,600,000; PRESCRIBING THE FORM OF SAID NOTES; PROVIDING FOR THE SALE OF SAID NOTES; ESTABLISHING A FUND WITH RESPECT THERETO, PROVIDING FOR THE PAYMENT OF SAID NOTES AND MAKING AN APPROPRIATION THEREFOR; APPOINTING A PAYING AGENT FOR SAID NOTES; APPROVING THE FORM OF A PAYING AGENCY AGREEMENT AND INVESTMENT LETTERS; PROVIDING OTHER DETAILS IN CONNECTION WITH SAID NOTES, AND MAKING AN APPROPRIATION TO ADVANCE FUNDS TO THE ASPEN/PITKIN COUNTY HOUSING AUTHORITY. WHEREAS, the C1ty of Aspen, in the County of P1tkin and State of Colorado (the "City"), js a municipal corporat1on duly organ1zed and eX1sting as a home rule city pursuant to Art1cle XX of the Constitution of the State of Colorado and the Charter of the C1ty (the "Charter"); and WHEREAS, Sect10n 10.2 of the Charter provides as follows. The mun1cipal government. upon the aff1rmative vote of the ma]Or1ty of the entire counc1l, may borrow money w1thout an elect10n 1n anticipat10n of the collect1on of taxes or other revenues and to 1ssue short-term notes to evidence the amount so borrowed. Any such short-term notes shall mature before the close of the f1scal year 1n which the money 1S borrowed. and WHEREAS. the C1ty 1ntends to make an advance to the Aspen/Pitkin County Housing Authority (the "Authonty") to allow the purchase by the Authority of certain real property in the City; and WHEREAS, such advance is being made 1n ant1cipation of receipt of certa1n tax revenues by the City; and WHEREAS, the City Council (the "Council") of the City hereby determ1nes that it is 1n the best 1nterest of the City to issue the notes hereinabove referred in order to ma1ntain suffic1ent City fund balances; and ~P129702-015/14 .. i:e Ie 'e WHEREAS, the Counc1l hereby determ1nes to issue its "City of Aspen. Colorado. Taxable Short-Term Notes, Series 1990" (the "Notes"), such moneys to be deposited 1n the C1ty'S general fund and to also be used to pay costs of issu1ng the Notes; and WHEREAS. the Notes w1ll be payable from revenues of the City depos1ted in or to 1tS general fund or in the separate fund referred to in Section 9 of Ord1nance No. 13 (Ser1es of 1990) and appropriated by the Counc1l pursuant to this Ord1nance; and WHEREAS. the 1ssuance of the Notes will not exceed the llmitations prov1ded in Sect10n 10.4 of the Charter; and WHEREAS, the Council hereby determines to have the Notes privately placed by Kirchner Group, a div1s1on of George K. Baum & Company ("Klrchner"); and WHEREAS, 1t is now necessary by ord1nance to author1ze the issuance, sale and del1very of the Notes, and to provide for the details of and the security for the Notes. and to author1ze the execut10n and del1very of the PaY1ng Agency Agreement and related matters; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO THAT: Section 1. Def1n1tions. In th1S Ord1nance, the cap1tal1zed words and terms not otherw1se def1ned here1n shall have the follow1ng mean1ngs "Governmental Obl1gat1ons" means du:ect general obligat1ons of. or obligat1ons the payment of the pr1nc1pal of and interest on Wh1Ch are uncond1tionally guaranteed by, the Un1ted States of Amer1ca. "Note Fund" means the Note Fund establ1shed pursuant to Sect10n B hereof. "Noteowner" or "Owner" or "Owner of Notes" means the person or persons 1n whose name or names a Note shall be reg1stered on the reg1stration books of the C1ty ma1nta1ned by the Paying Agent. "Ordinance" means this Ordinance and any supplements hereto as may be adopted by the Counc1l. "Paying Agency Agreement" means the PaY1ng Agency Agreement dated as of May 1. 1990 between the City and the Paying Agent. -2- .' " '. ..e "PaY1ng Agent" means the ent1ty designated as such 1n Section 12 hereof. and any successor or add1t1onal paying agents with respect thereto. Sect10n 2. Author1zat1on of Notes. The C1ty shall issue the Notes 1n the aggregate princ1pal amount of $1,600,000. Proceeds of the Notes shall be depos1ted 1n the general fund of the C1ty and shall be available to be used for any lawful purpose of the City, and shall also be used to pay costs of issuing the Notes. The princ1pal of and interest on the Notes shall not constitute general obl1gat1ons of the C1ty. but shall be payable from tax revenues received by the City in the current fiscal year as further provided 1n Sect10n 9 hereof. Sect10n 3. Note Details. The Notes shall be 1ssued as fully reg1stered notes w1thout coupons 1n the denom1nat1on of $100.000 or any integral mult1ple thereof. The Notes shall be dated the date of their issuance and delivery, and shall bear interest payable from the1r date as here1nafter provided. Interest on the Notes shall be payable at matur1ty as prov1ded here1n. The Notes shall be numbered in such manner as the PaY1ng Agent shall determine. and shall bear 1nterest at the rate of 9.25% (per annum) and shall mature on December 31. 1990. The princ1pal of and 1nterest on the Notes shall be payable 1n lawful money of the United States of Amer1ca The pr1nc1pal of and 1nterest on the Notes is payable at the pr1nc1pal corporate trust office of the Paying Agent in Denver, Colorado If any Note shall remain unpa1d upon presentat10n at maturity. 1nterest shall continue to accrue until paid at the rate designated 1n the Note. The Notes shall not be subJect to call or redemption prior to matur1ty. Sect10n 4. PaY1nq Aqent; Transfer and Exchanqe. The PaY1ng Agent 1S hereby appointed as paY1ng agent, note reg1strar and authenticating agent for the City for purposes of the Notes. The PaY1ng Agent shall mainta1n on behalf of the C1ty books for the purpose of registration and transfer of Notes. and such books shall specify the persons entitled to the Notes and the rights evidenced thereby, and all transfers of Notes and the r1ghts evidenced thereby. Notes may be transferred or exchanged at the principal corporate trust off1ce of the PaY1ng Agent upon payment by the Owner of the Paying Agent's transfer fee, and any tax or governmental -3- Ie e a " ~ charge required to be pa1d with respect to such transfer or exchange. Notes may be exchanged for a llke aggregate princ1pal amount of Notes of other authorized denominat1ons. Upon surrender for transfer of any Note. duly endorsed for transfer or accompanied by an assignment duly executed by the Owner Or h1S or her attorneys duly author1zed in writing. and upon payment of the fees, taxes, charges and costs descr1bed above, the City shall execute and the Paying Agent shall authenticate and del1ver 1n the name of the transferee or transferees a new Note or Notes for a like aggregate pr1ncipal amount. The person in whose name any Note shall be reg1stered shall be deemed and regarded as the absolute Owner thereof for all purposes, whether or not payment on any Note shall be overdue, and ne1ther the City nor the PaY1ng Agent shall be affected by any notice to the contrary Section 5. Execution. Delivery and Replacement of Notes. The Notes shall be executed 1n the name and on behalf of the City with the manual or facsim1le signature of the Mayor or Mayor Pro Tem, shall bear a manual or facs1mile of the seal of the City and shall be attested by the manual or facsimile slgnature of the C1ty Clerk or Deputy or Ass1stant City Clerk. Should any off1cer whose manual or facs1mile slgnature appears on the Notes cease to be such off1cer before del1very of any Note, such manual or faCS1m1le signature shall nevertheless be val1d and suffic1ent for all purposes. The Mayor and the C1ty Clerk are hereby author1zed and directed to prepare and to execute the Notes 1n accordance w1th the requ1rements of this Ord1nance. When the Notes have been duly executed, the off1cers of the C1ty are authorized to, and shall, deliver the Notes to the PaY1ng Agent for authent1cat1on. No Note shall be secured by this Ordinance or ent1tled to the benefit hereof. or shall be valid or obligatory for any purpose, unless the cert1ficate of authent1cation of the Paying Agent, 1n substantially the form set forth 1n this Ord1nance, has been duly executed by the PaY1ng Agent. Such cert1f1cate of the PaY1ng Agent upon any Note shall be conclusive eV1dence and the only competent eV1dence that such Note has been authenticated and del1vered hereunder. The PaY1ng Agent's certif1cate of authent1cat1on shall be deemed to have been duly executed by it if manually signed by an author1zed officer of the PaY1ng Agent, but it shall not be necessary that the same signatory slgn the cert1f1cate of authent1cat1on on all of the Notes issued hereunder. Upon the authent1cat1on of the Notes, the PaY1ng Agent shall deliver the same to such persons as shall be des1gnated by the City Prior to the delivery by the Paying Agent of the Notes. there shall be f1led w1th the PaY1ng Agent the follow1ng: -4- Ie ie e (a) A cert1fied copy oE th1S Ordinance (b) A request and authorizat1on to the Paying Agent on behalf of the City and slgned by the Mayor to authenticate and del1ver the Notes to such persons as are designated there1n, upon payment to the C1ty of a sum spec1f1ed 1n such request and author1zation. The proceeds of such payment shall be pa1d over to the C1ty and deposited as prov1ded in this Ord1nance. (c) An executed copy of the Paying Agency Agreement. (d) An executed copy of an Investment Letter from each purchaser llsted pursuant to (b) above. If any outstanding Note shall become mut1lated. lost, stolen or destroyed. the C1ty shall execute and the Paying Agent shall authent1cate a new Note, provided that. in the case of any mut1lated Note, such mut1lated Note shall f1rSt be surrendered to the PaY1ng Agent, and in the case of any lost, stolen or destroyed Note, there shall be f1rst furn1shed to the City and the Paying Agent eV1dence of such loss, theft or destruct10n sat1sfactory to the C1ty and the Paying Agent. together with an 1ndemn1ty sat1sfactory to the C1ty and the PaY1ng Agent. In the event any such Note shall have matured, 1nstead of 1ssuing a dupl1cate Note, the PaY1ng Agent may pay the same w1thout surrender thereof, making such requ1rements as 1tS deems f1t for its protect1on, 1ncludlng a lost instrument bond. The C1ty and the PaY1ng Agent may charge the Owner of such Note w1th its reasonable fees and expenses 1n th1S connect1on. Sect10n 6. Form of Note. The Notes shall be substant1ally 1n the form here1nafter set forth, with such variat1ons, om1SS1ons and insertions as are perm1tted or required by this Ordinance. -5- 1'_ e ,e (Form of Note) [FRONT OF NOTE] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PITKIN CITY OF ,!!,.SPEN TAXABLE SHORT-TERM NOTE SERIES 1990 No. R- $ INTEREST RATE: ORIGINAL ISSUE DATE: May 22. 1990 CUSIP: MATURITY DATE' December 31, 1990 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS The CITY OF ASPEN, 1n the County of pitk1n and State of Colorado (the "C1ty"), for value received. hereby promises to pay to the order of the Reg1stered Owner named above, or reg1stered ass1gns, on the MaturLty Date stated above. the princ1pal Sum stated above, w1th interest thereon from the Or1g1nal Issue Date stated above, at the Interest Rate per annum stated above. The princ1pal of and 1nterest on this note being payable at the pr1nc1pal corporate trust office of , in Denver, Colorado, as PaY1ng Agent. or 1tS successor (the "Paying Agent"). All payment of the pr1ncipal of and interest on th1S note shall be made 1n lawful money of the Un1ted States of Amer1ca. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN It 1S hereby cert1fied. recited and declared that all cond1t1ons and acts required to be performed precedent to and in the adopt1on of the Ord1nance, and the issuance of th1S note, have been performed in due time, form and manner as requ1red by law, and that the 1ssuance of th1s note and the series of Wh1Ch it forms a part does not exceed or v10late any const1tut1onal. statutory or home rule charter llmitat10n or requ1rement appl1cable hereto -6- 'e Ie e Th1S note shall not be ent1tled to any benef1t under the Ordinance, or become valid or obl1gatory for any purpose, unt1l the PaY1ng Agent shall have signed the certificate of authent1cat1on hereon. IN WITNESS WHEREOF. the C1ty of Aspen, Colorado, has caused th1S note to be signed w1th the manual or facsim1le slgnature of its Mayor. sealed with the impression of its seal or a facs1m1le thereof. and attested with the manual or facs1mile slgnatute of its City Clerk. [SEAL] CITY OF ASPEN, COLORADO By Attest: Mayor By C1ty Clerk (Form of PaY1ng Agent's Certif1cate of Authenticat1on) Date of Authent1cat1on: Th1S note 1S one of the Notes descr1bed 1n the Ordinance described herein. as Paying Agent By (Manual Siqnature) Author1zed Officer (End of Form of Paying Agent's Certif1cate of Authent1cation) -7- e " \ i. ,'e [BACK OF NOTE] Th1S note 1S one of a duly authorized ser1es of Notes des1gnated "City of Aspen. Colorado. Taxable Short-Term Notes. Senes 1990" (the "Notes"), l1mited 1n aggregate pr1nc1pal amount to $1.600,000, 1ssued under and pursuant to the Constitution and laws of the State of Colorado, the home rule charter of the C1ty of Aspen, Colorado, and an ordinance duly adopted by the C1ty Counc1l of the City (the "Ord1nance") prior to the issuance hereof. Proceeds of the Notes will be depos1ted in the general fund of the City and w1ll also be used to pay costs of issuing the Notes. The Notes are not subject to call or redempt10n pr10r to maturity. As secur1ty for the payment of the princ1pal on the Notes, the C1ty has appropr1ated from its general fund and 1tS separate real estate transfer tax fund author1zed to be created pursuant to Sect10n 9 of Ord1nance No. 13 (Ser1es of 1990) an amount suff1cient to pay the princ1pal of and interest on the Notes. The Notes shall be payable solely from any moneys on deposit there1n at maturity of the Notes as provided in the Ord1nance. The Notes are issuable solely in the form of fully registered bonds, w1thout coupons, 1n the denom1nat1on of $100,000 or any integral mult1ple thereof. Th1S note may be transferred or exchanged at the princ1pal corporate trust off1ce of the Paying Agent 1n Denver, Colorado, but only in the manner, subject to the lim1tat1ons and upon payment by the Reg1stered Owner of the fees and charges prov1ded 1n the Ordinance (lnclud1ng any transfer fee of the PaY1ng Agent and any tax or governmental charge required to be pa1d with respect thereto), and upon surrender and cancellation of th1S note. Upon surrender for any transfer, duly endorsed for transfer or accompan1ed by an assignment duly executed by the Registered Owner hereof or h1S or her attorneys duly authorized 1n wr1ting. a new reg1stered Note or Notes of author1zed denom1nat1on or denom1nat1ons ($100,000 and integral mult1ples thereof) for the same aggregate pr1ncipal amount will be issued to the transferee 1n exchange therefor. In addit1on. this note may be exchanged for a like aggregate pr1ncipal amount of Notes of other author1zed denominat1ons. Any Note 1ssued upon transfer or exchange shall bear 1nterest from the or1g1nal issue date. The C1ty and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not payment on th1S note shall be overdue) for the purpose of rece1v1ng payment of or on account of pr1ncipal hereof and 1nterest due -8- ,e ie :e hereon and for all other purposes, and neither the C1ty nor the Paying Agent shall be affected by any not1ce to the contrary [Form of Assignment] ASSIGNMENT FOR VALUE RECEIVED the unders1gned transfers unto (Tax Identification or Social Secur1ty No. ) this note of the City of Aspen. Colorado, and does hereby 1rrevocably constitute and appo1nt Attorney to transfer this Note on the books kept for the registrat10n thereof, w1th full power of substitution 1n the premises. Dated: NOTICE: The slgnature to this assignment must correspond w1th the name as 1t appears upon the face of the with1n Note in every particular, w1thout alteration or enlargement or any change whatever. [Form of Bond Counsel Opinion to be inserted here] (End of Form of Note) -9- e Ie '- Sect10n 7. Sale of the Notes. The Notes. when executed as prov1ded by law, shall be delivered as prov1ded in Sect10n 5(b) hereof. The Notes shall be sold at a price of par and without accrued interest. A private placement fee of $ shall be pa1d to K1rchner. Such sale of the Notes is hereby found to be to the best advantage of the C1ty and is hereby approved. In1t1al delivery of the Notes is subject to the purchaser sign1ng an investment letter (the "Investment Letter") 1n the form presented to the Council and made a part of the record. The form of such Investment Letter 1S hereby approved by the Counc1l. Ne1ther K1rchner nor the Owner or Owners of any of the Notes shall be respons1ble for the application or d1sposal of the funds der1ved from the sale thereof by the City or any of 1tS off1cers. The 1ssuance of the Notes by the C1ty shall constitute a warranty by and on behalf of the City, for the benefit of each and every Owner of the Notes. that the Notes have been 1ssued for a valuable consideration 1n full conform1ty with law. Section 8. Note Fund. The "C1ty of Aspen. Colorado, Taxable Short-Term Notes, Series 1990 Note Fund" (the "Note FUnd") 1S hereby created by and established w1th the C1ty There shall be depos1ted by the City 1nto the Note Fund pr10r to the matur1ty date of the Notes, a sum suff1cient to pay the pr1nc1pal of and 1nterest on the Notes on such date. Moneys 1n the Note Fund shall be transferred to the PaY1ng Agent on or pr10r to the matur1ty date of the Notes in amounts suff1c1ent to pay the principal of and 1nterest on the Notes. Moneys in the Note Fund shall be used solely for the purpose of paY1ng the pr1ncipal of and interest on the Notes when due. Sect10n 9. Secur1ty for the Notes. As secur1ty for the princ1pal of and interest on the Notes, the City hereby appropr1ates from 1tS general fund and its separate real estate transfer tax fund authori:~ed to be created pursuant to Section 9 of Ordinance No. 13 (Series of 1990) an amount suff1C1ent to pay the principal of and interest on the Notes at matur1ty. The Notes shall be payable solely from any moneys on depos1t there1n at matur1ty of the Notes. 1ncluding, w1thout llmitation, tax revenues ant1c1pated to be received and required to be depos1ted therein dUr1ng the 1990 f1scal year. The Notes shall not constitute a general obl1gat1on of the C1ty or a pledge of its full fa1th and credit. -10- 1- ie (Ie Section 10. Investments. Any moneys on deposit 1n the Note Fund shall be 1nvested only in obligations, secur1ties or 1nstruments which are legal 1nvestments for funds of the C1ty. All earnings. 1ncome, profits and losses shall be credited to the Note Fund Moneys rema1ning 1n the Note Fund after the Notes and the 1nterest thereon have been paid at maturity. or provis1on for such payment has been made for Notes not presented for payment at maturity, and after all fees of the PaY1ng Agent have been pa1d. shall be paid to the City and used for any lawful purpose of the C1ty. Section 11. Refundinqs and Defeasance. The Notes may be refunded at the discret10n and by act10n of the Council, subject to prov1sions concern1ng the1r payment and any other contractual lim1tat1ons set forth 1n th1S Ordinance, as authorized and perm1tted by the Charter A Note shall not be deemed to be outstand1ng hereunder if 1t shall have been pa1d and cancelled or if cash funds or Governmental Obl1gat1ons shall have been depos1ted 1n trust with an escrow agent for the payment thereof (whether upon or pr10r to the maturity of any such Note). In computing the amount of the depos1t descr1bed above, the C1ty may include 1nterest to be earned on the Governmental Obl1gat1ons. Section 12. Appo1ntment of Payinq Aqent. hereby appo1nts Denver, Colorado. as the PaY1ng Agent. The C1ty , 1n Sect10n 13. Approval of PaY1nq Aqency Aqreement The PaY1ng Agency Agreement, 1n substantially the form presented to the Counc1l. is hereby authorized and approved, and the Mayor or Mayor Pro Tem and the Clerk or any Ass1stant Clerk are hereby d1rected to execute and del1ver the PaY1ng Agency Agreement. in substant1ally the forms approved, but with such changes therein as shall be deemed necessary or des1rable by the off1cers execut1ng the same, their execution to be conclUS1ve evidence of the C1ty'S approval of any changes from the forms hereby approved Section 14. M1scellaneous Documents. The off1cers of the C1ty are author1zed and directed to take all action necessary or appropr1ate to effectuate the prov1s1ons of th1S Ordinance. includ1ng, w1thout llmit1ng the generality of the foregoing, the pr1nt1ng of the Notes and the execution of such certif1cates may be required by Kirchner or any purchaser relat1ng to, but not lim1ted to, the slgn1ng of the Notes, the use of the proceeds thereof, the tenure and 1dent1ty of the municipal off1c1als. the rece1pt of the -11- a ". (e "a '. Notes' purchase price and the absence of lltigation, pend1ng or threatened. if in accordance w1th the facts. affecting the validity thereof. Section 15. Appropr1ation to Author1ty. The Counc1l hereby appropr1ates the sum of $1,600,000 from the C1ty's general fund, or as much as is needed of said amount to be advanced to the Authority to fund the purchase of three parcels of real property located on West Hopkins Avenue and one parcel of real property located on East Hopk1ns Avenue, all in the C1ty. as shall be des1gnated by the C1ty 1n wr1ting. Off1C1als of the City are hereby author1zed to take all actions necessary or appropr1ate to effectuate the advance of such funds and the purchase of the parcels by the Authori ty. Sect10n 16. Severab1lity. If any provision of th1S Ordinance shall be held or deemed to be or shall, in fact, be 1llegal. inoperative or unenforceable, the same shall not affect any other prov1s1on or provislons hereof or render the same inval1d, inoperat1ve or unenforceable to any extent whatever. Sect10n 17. Govern1nq Law. This Ordinance will be governed by and construed 1n accordance with the laws of the State of Colorado Section lB. Repeals. All ordinances or resolut1ons, or parts thereof, in conflict w1th this Ord1nance are hereby repealed. Th1S repealer shall not be construed to reV1ve any ord1nance or part of any ord1nance heretofore repealed. After the Notes have been 1ssued. th1S Ord1nance shall be and rema1n irrepealable until the Notes and the 1nterest thereon shall be fully pa1d, sat1sf1ed and discharged in the manner here1n prov1ded, or suff1c1ent prov1s1on shall have been made for such payment. satisfact10n and discharge such that no Notes are deemed to be outstand1ng hereunder. Section 19. Publ1c Hearinq. A public hear1ng on th1S Ord1nance shall be held on the 14th day of May 1990. at 5:00 p.m.. 1n the City Counc1l Chambers, Aspen C1ty Hall, Aspen, Colorado -12- i. . . INTRODUCED AND ORDERED PUBLISHED as provided by law by the C1ty Council of the City of Aspen on the 1st day of May 1990. [SEAL] Attest: By ~Z:;;Uu~--) ~ ~ Clty Cle~r~ BY~ /fi~ Mayor FINALLY adopted, passed and approved and ordered published as provided by law this 14th day of May 1990. [SEAL] Attest. By~vdeL WP129702-015/14 BY~'~~ Mayor -13-