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HomeMy WebLinkAboutordinance.council.041-94 ORDINAI~CE NO. z~-I (Series of 1994) AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ASPEN, COLORADO, REVENUE BONDS (THE ASPEN INSTITUTE PROJECT) SERIES 1994, IN A PRINCIPAL AMOUNT NOT TO EXCEED $7~000,000; MAKING DETERMINATIONS AS TO SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO THE PROJECT AND APPROVING THE FOR]M[ AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO. WHEREAS, the City of Aspen, in the County of Pitkin and the State of Colorado (the Issuer) is a legally and regularly created and established political subdivision, body corporate and politic of the State of Colorado and a home-rule city pursuant to Article XX of the Constitution of the State of Colorado; and WHEREAS, the Issuer is authorized by part 1 of article 3 of title 29, Colo. Rev. Stat. as amended (the Act), to issue revenue bonds for the purpose of fmancing or refinancing projects to the end of promoting industry and developing trade or other economic activity by inducing nonprofit corporations to locate, 'expand or remain in the State of Colorado and to secure and maintain a balanced economy in Colorado, to enter into financing agreements with others for the purpose of providing revenues to pay such bonds, and further to secure the payment of such bonds; and 05818\2\83982.3 3 WHEREAS, a proposed form of the Loan and Financing Agreement (the Financing Agreement) by and among the Issuer, The Aspen Institute and The First National Bank of Maryland, and the bond of the Issuer (the Bond) have been submitted to the City Council of the Issuer (the Council) and filed in the office of the City Clerk (the Clerk) and are there available for public inspection. WHEREAS, the Council desires to issue at this time City of Aspen, Colorado, Revenue Bonds (The Aspen Institute Project) 1994 Issue, in the total principal amount of $7,000,000 (the Bonds), for the purposes of loaning the proceeds thereof to The Aspen Institute (the Institute) which is to use the loan proceeds for the purpose of refinancing certain outstanding indebtedness of the Institute incurred in connection with its facilities located with the boundaries of the Issuer (the Project). WHEREAS, the Bonds shall be special, limited obligations of the Issuer payable solely from, and secured by a pledge of the revenues derived from the Financing Agreement, and neither the interest thereon nor the principal thereof shall ever constitute the debt or indebtedness or the financial obligation of the Issuer within the meaning of any provision or limitation of the Colorado Constitution or statutes of the State of COlorado and s_.h. all not constitute or give rise to a pecuniary liability of the Issuer, its agents, employees or officers, or a charge against its general credit or taxing powers· WHEREAS, it is necessary or desirable to authorize the issuance of the Bonds by Ordinance an to approve the form and authorize the execution of the aforementioned documents thereby. 05818~2\83982.3 4 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1. Approvals and Authorizations. The form of the Financing Agreement and the Bond are hereby approved. The Mayor of the Issuer (the Mayor) and the Clerk are hereby authorized and directed to execute the Financing Agreement and the Bond and to affix the seal of the Issuer thereto, and further to execute and authenticate,such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel in order to issue and secure the Bonds. Such documents are to be executed in substantially the form hereinabove approved, provided that such documents may be completed, corrected, prepared or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The proper officials of the Issuer are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds and such other affidavits and'certificates as may be required to show the facts relating to the authorization and issuance thereof, as such facts appear from the books and records in such officers' custody and control. 05818\2\83982.3 5 The approval hereby given to the various documents referred to above includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereof, deletions therefrom, and additions thereto as may be approved by bond counsel and the Issuer's City Attorney prior to the execution of the documents. The execution of any instrument by the appropriate officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such instrument in accordance with the terms hereof. Section 2. Issuance and Sale of Bonds. The Issuer shall issue its Revenue Bonds (The Aspen Institute Project) 1994 Issue, initially to be a single bond registered in the name of The First National Bank of Maryland (the Bank) and to be dated as provided in the Financing Agreement, in a total principal amount of $7,000,000, for the purposes, in the form and upon the terms set forth in this Ordinance and the Financing Agreement, including the form of the Bond. The Bonds shall be payable at the times, and in the manner and to the person or persons, all as set forth in the Financing Agreement and the Bonds, and shall mature no later than ten (10) years from the date thereof. ~ The interest rate on the Bonds shall be an adjustable interest rate of 63 % of the Prime Rate subject to adjustment, as set forth in the Financing Agreement and Bonds. Section 3. Determinations. It is hereby found, determined and declared, in accordance with Sections 29-3-113, 29-3-114 and 29-3-120 of the Act, that: 05818X2\83982.3 6 (a) The financing and refinancing of the Project will promote the public heal[h, welfare, safety, convenience and prosperity and promote and develop trade or other economic activity by inducing commercial and business enterprises and nonprofit corporations to locate, expand, or remain in the Issuer and the State of Colorado, in order to mitigate the serious threat of extensive unemployment and to secure and maintain a balanced and stable economy for the Issuer and the State of Colorado. (b) The maximum amounts necessary in each year to pay the principal of and interest on the Bonds and the interest rates to be borne by the Bonds are as provided in the Financing Agreement. (c) No reserve funds for the retirement of the Bonds or the maintenance of the Project are provided in the Financing Agreement, however, if any such reserve funds are established in the future, the mounts necessary to be paid into such reserve funds shall be as provided in an amendment or supplement to the Financing Agreement. (d) The payments required in the Financing Agreement to be made are sufficient to pay the principal of and interest on the Bonds when due, and to pay all other costs required in the Financing Agreement to be paid, including all sums refen'ed to in paragraphs (e) and (f) of this section. (e) The Financing Agreement provides that the Institute shall maintain the Project in good repair and carry all proper insurance with respect thereto. 05818\2\83982.3 7 (f) The Financing Agreement requires that the Institute pay the taxes and other governmental charges which the taxing entities specified in Section 29-3-120 of the Act are entitled to receive from the Institute with respect to the Project, and sufficie, nt revenues for such purpose are thereby provided. In entering into the Financing Agreement, the Issuer will not obligate itself, except with respect to the application of the revenues derived from the Financing Agreelnent and the Bond proceeds. The Issuer will not pay out of its general fund or otherwise contribute any part of the cost of the Project. No costs are to be borne by the Issuer in connection with the issuance of the Bonds. The Financing Agreement shall provide that all fees and expenses of the Issuer shall be paid by the Institute. Section 5. Bond Printing'. The officials of the Issuer are hereby authorized and directed to assist in, to the extent necessary, the printing of the Bonds, provided that no costs are to be borne by the Issuer in connection therewith. Section 6. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes, as amended, the Mayor and the Clerk shall, if requested by bond counsel, prior to the time the Bonds are delivered to the Bank, file with the Colorado Secretary of State their manual signatures certified by them under oath. Section 7. Ordinance Irrepealable. After the Bonds are issued, this Ordinance shall constitute an irrevocable contract between the Issuer and the holder or holders of the Bonds, and shall be and remain irrepealable until the Bonds, both principal and interest, shall be fully paid, cancelled and discharged. 05818\2\83982.3 8 Section 8. Ratification. All actions heretofore taken by the Issuer and by the officials thereof or on their behalf not inconsistent herewith directed toward the financing aud refinancing of the Project and the issuance and sale of the Bonds are ratified, approved and confirmed. Section 9. Repealer. All acts, orders, resolutions or parts thereof, taken by the Issuer and in conflict with this Ordinance, are hereby repealed except that this repealer shall not be construed so as to revive any act, order, resolution, or part thereof, heretofore repealed. Section 10. Other Matters. By the passage of this Ordinance, the Council does not intend to approve, nor is it approving hereby, any matters relating to licensing, subdivision, zoning, planning or landscaping of the Project. Approval of such matters must be obtained under normal procedures of the Issuer. Nothing in this Ordinance shall be construed or cited as providing any basis for the future approval of any matters related to licensing, zoning or plaxming of the Project. Section 11. Severabilit¥. If any paragraph, clause, section or provision of this Ordinance, except Section 4 hereof, is judicially adjudged invalid or unenforceable, such judgment shall not effect, impair or invalidate the remaining paragraphs, clauses, sections or provisions hereof. Section 12. Effective Date. This Ordinance shall be effective thirty (30) days after publication following final passage. 05818\2\83982.3 9 Section 13. Hearing and Publication. A public hearing on this Ordinance shall be held on the 12th day of September 1994, at 5:00 p.m. in the City Council Chambers, Aspen City Hall, Aspen, Colorado. At least seven (7) days prior to such hearing, notice thereof shall be published once in a newspaper of general circulation within the City of Aspen. Pursuant to Section 4.10(f) of the Charter of the Issuer, the second publication of this Ordinance shall be by title. INTRODUCED, READ AND ORDERED PUBLISHED as provided by law by the City Council of the City of Aspen on .the 22nd day of August 1994. John S. Mayor (SEAL) ATTEST: Kathryn S.~y6ch, City Clerk FINALLY ADOPTED AND APPROVED this /',~ day of September 1994. John S. B~hnett, Mayor ~, (SEAL) Kathryn S. K~I~, ~City Clerk 3 05818\2\83982.3 10 It was thereupon moved by Councilmember and seconded by Councilmember that the foregoing Bill for an Ordinarice, read by title at this meeting, be passed on first reading and be published in full in the Aspen Times, the official newspaper of the City, in the issue dated , 1994 and that said Bill for an Ordinance be considered on f'mal reading at a regular meeting of the City Council to be held in the Council Chambers on Monday, the 12th day of September 1994.' The question being upon the passage and adoption of said motion, the roll was called with the following results: Those Voting AYE: Those Voting NAY: members of the City Council having voted in favor of said motion, the presiding officer thereupon declared the motion carried. Thereupon, after taking up of other business to come before the co_.uncil, the meeting was adjourned. (SEAL) Mayor ATTEST: City Clerk 05818~2~83982.3 1 1