HomeMy WebLinkAboutresolution.council.040-93
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RESOLUTION NO.!jQ
Series of 1993
A RESOLUTION APPROVING THE REMOVAL AND/OR RESIGNATION OF BANK
OF ASPEN, CENTRAL BANK DENVER, NATIONAL ASSOCIATION, (CBD) ,
COLORADO NATIONAL BANK (CNB), (COLLECTIVELY REFERRED TO AS THE
"BANKS") AND THE ASPEN CITY TREASURER AS BOND TRUSTEE AND/OR
AGENT FOR THE CITY OF ASPEN (THE CITY) AND APPOINTMENT OF NORWEST
BANK DENVER, NATIONAL ASSOCIATION (NBD) AS BOND TRUSTEE AND/OR
AGENT.
WHEREAS, the City seeks to consolidate all of its corporate trust and agency
accounts presently serviced by the Banks in one bank, NBD; and
WHEREAS, in order to effect such consolidation the City seeks either to remove
or to accept the resignation of the Banks and the City Treasurer; and
WHEREAS, the Banks either desire to resign or accept removal as trustee and/or
agent, and the City desires to appoint NBD as successor trustee and/or agent.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO, THAT:
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Section I. Except as specifically set out in Section 3, the City removes and/or
accepts the resignation of the Banks and the City Treasurer as trustee and/or agent for
any and all corporate trust and/or agency accounts serviced by the Banks and City
Treasurer. Such removal and/or resignation shall be effective as set out in the Notices
of Resignation attached as Exhibits A, B, B-1, and C. In the case of the City Treasurer,
the removal shall be effective thirty (30) days after the adoption and approval of this
Removal and resignation Resolution.
Section 2. NBD, a bank in good standing and qualified to exercise trust powers,
is hereby appointed as trustee and/or agent for all accounts, except as otherwise stated
in Section 3, presently serviced by the Banks. NBD fiduciary responsibility shall be
effective as set out in the Notice of Acceptance attached as Exhibit D.
Section 3. The following accounts are specifically excluded from the consolidation
of accounts and shall remain as they currently exist:
I. City of Aspen, Colorado Special Improvement District #1 Special Assessment
Local Improvement Bonds dated October 1,1983, (terminating 12/94),
2. City of Aspen, Colorado Sales Tax Revenue Bonds dated December I, 1985,
(terminating 11/93),
3. City of Aspen, Colorado GO Electric Refunding Bonds, Series 1985 dated
December 15, 1985, (terminating 10/93),
4. City of Aspen, Colorado Underground Electric Utility Improvement District
Special Assessment Bonds dated October I, 1988, (terminating 10/93).
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Section 4, If any section, paragraph, clause or provision of this Resolution 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 other remaining
provisions of this Resolution.
INTRODUCED, READ, AND ADOPTED by the City Council of the City of
Aspen on the L!i day Of~'-S:,-l-993.
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f John S Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of
the City of Aspen, Colorado, at a meeting held on the day hereinabove stated.
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.~~:rv"du/,-~~(!k
och, City CLerk '
Wp/C AKMS. NBD. CON SO L.RESO. 93
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NORWEIiT BANKS
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Norwest Bank of Aspen, N.A.
119 South Mill Street
P.O. Box 0
Aspen, Colorado 81612.1924
3031925.2500
June 3, 1993
Mr. Dallas D. Everhart
Finance Director
city of Aspen
130 S. Galena
Aspen, co 81611
Dear Dallas,
In recognition of the City of Aspen's (the city) desire to
consolidate its corporate trust and agency services in one bank,
Norwest Bank of Aspen (NBA), formerly known as The Bank of Aspen,
hereby submits its Notice of Resignation as Paying Agent,
Registrar, Transfer Agent, Refunding Escrow Agent as set out below;
and as agent in all other agency accounts presently managed by NBA
for the city.
NBA acknowledges that Norwest Bank Denver, National Association
shall be appointed trustee and/or agent for the city and NBA will
fully cooperate with all parties to expedite the consolidation
process.
The conversion shall be effective upon the expiration of the number
of days set out in the resignation provisions of the respective
documents and shall commence as of the date of adoption and
approval of the City's removal and/or resignation resolution. Where
the documents are silent, the effective date shall be thirty (30)
days from the date of adoption and approval of the city's removal
and/or resignation resolution.
NORWEST BANK OF ASPEN,
formerly known as
The Bank of Aspen
By: ~~ C:f4
stirling Coop r
Private Banking Officer
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A. Lenore Martinez, Esq.
Norwest Bank Denver
EXllIBIT A
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Central Bank
Trust and Investment Group
1515 Arapahoe Street
Denver, CO 80202
303 820-4427
via Facsimile and U.S. Mail
June 4, 1993
Mr. Dallas D. Everhart
Finance Director
city of Aspen
130 South Galena street
Aspen, co 81611
Re: Notice of Resignation
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Dear Mr. Everhart:
In recognition of the city of Aspen's (the "city") desire, to
consolidate its corporate trust business at one bank, Central Bank
National Association ("CB") hereby submits its Notice of
Resignation as Paying Agent, Registrar, Transfer Agent and
Refunding Escrow Agent as set out below:
General Obligaton Water Refunding Bonds, dtd 6/1/88
General Obligation Electric Bonds, dtd 2/1/84
Electric Bonds, dtd 7/1/85
General Obligation Housing Bonds, Series 1990A
1985 Bond Refunding Escrow
1982 Refunding Bonds Refunding Escrow
In order to aid in this consolidation of the accounts set-out above
at Norwest Bank Denver, National Association ("Norwest"), CB will
work directly with Norwest in the transfer of information.
Our resignation shall, in all six instances, become effectiVe 30
days after the mailing of this Notice of Resignation.
There will be a one-time fee billed to the city for the transfer, of
the set-out accounts in the amount of $1000. Please find enclosed
an invoice for these services.
EXHIBIT B
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Mr. Dallas D. Everhart
June 4, 1993 letter
page two
Please execute this letter below to acknowledge your agreement
hereto and return it to me in the enclosed envelope.
cerely yours,
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-J' stevens
7ice President
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Dallas D. Everhart
Finance Director
enclosure
cc: Ms. Lenore Martinez
(w/o enc.)
DFR/aspen.norwest2
of June 1993,
Central Bank
Trust and Investment Group
1515 Arapahoe Street
Denver, CO 80202
303 820.4427
June 9, 1993
City of Aspen
Attn: Dallas D. Everhart
Finance Director
130 South Galena
Aspen, CO 81611
Bond Investors Guarantee Insurance Company
Attn: Portfolio Surveillance Department
70 Pine Street
New York, NY 10270
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City of Aspen Public Facilities Authority
Attn: President
130 South Galena
Aspen, CO 81611
RE: Section 8.03 of the Mortgage and Indenture of Trust
Dated July 1, 1989 Between the City of Aspen Public
Facilities Authority and Central Bank Denver, National
Association as Trustee
Gentlemen:
Pursuant to Section 8.03 of the above-referenced Mortgage
and Indenture of Trust, this letter will hereby act as
written notice to the City, the Certificate Insurer and the
Lessor, all as defined within the said agreement, that
Central Bank National Association is hereby resigning as
Trustee and by this letter giving sixty days notice of this
resignation.
For everyone's benefit, we have copied pages 45 and 46 of
the Mortgage and Indenture of Trust and highlighted various
sections which we think are pertinent to this resignation
and the naming of a Successor Trustee. We have been
informed by the City of Aspen that they intend to name
Norwest Bank Denver, National Association as the Successor
Trustee.
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EXHIBIT B-1
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City of Aspen
Bond Investors Guarantee Insurance Company
City of Aspen Public Facilities Authority
June 9, 1993
Page 2
If there are any questions regarding this letter you may
contact me or Diane Filing, Assistant Vice President, at
(303) 820-4028.
Sincerely yours,
Con /f). xf.1W-VYuJ
~on M. Stevens (dsf)
Vice President
june\8aspenjs
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under no obligation to lend ics own Funds in connection
with any action taken by the Trustee hereunder.
Section 8.02. Fees and Expenses of Trustee. The
Trustee shall be entitled to payment and reimbursement for
its reasonable fees for its services rendered hereunder as
and when the same become due and all expenses reasonably and
necessarily made or incurred by the Trustee in connection
with such services as and when the same become due as
provided in Section 6.2 of the Lease.
Section 8.03. Resiqnation or Replacement of Trustee.
The present or any future Trustee may resign by giving
written notice to the City, the Certificate Insurer and to
the Lessor not less than 60 days before such resignation is
to take effect. Such resignation .shall t.ake effect only upon
the appointment of a successo'r qualified as provided in the
third paragraph of this Section 8.03.' J;( an instrument of
acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning the Trustee may
petition any court of competent jurisdiction for the
appointment of a successor Trustee. The present or any
future Trustee may be removed at any time by (i) the
Certificate Insurer or (ii) an instrument in writing,
executed by the registered owners of a majority in aggregate
principal amount of the Certificates then Outstanding and
delivered to the Trustee and the Certificate Insurer.
In case the present or any future Trustee shall at any
time resign or be removed or otherwise become incapable of
acting, a successor may be appointed by the registered owners
of a majority by an instrument or concurrent instruments
signed by such Participants, or their attorneys-in-fact duly
appointed; provided that the City may, by an instrument
executed by order of the City Council, appoint a successor
until a new successor shall be appointed by the Participants
as herein author i zed .']!'te\Cify{/tiponi.rnaking,s{1.l.sr"ppoilit:merit:
shall'" ,'.f.o.r.thwith'. giy~{..{ I:l,q~+get;reFeof{/t;9~P.9.i'\<!:\p.R~~.Sil?p.I:l't./t:hE!
Sept;+f/ipp.,t;e{.'Insttper<andt othE!/LE! "sor"w.hic!'tno.tic ema Y'" b e
giyell.coI:lcurpElrlt:ly with the notice of resignation given by
any resigning Trustee. Any successor so appointed by the
City shall immediately and without further act be superseded
by a successor appointed in the manner above provided by the
registered owners of a majority in aggregate principal amount
of the Certificates Outstanding.
Every successor shall always be a bank or trust company
in good standing. qualified to act hereunder, and having a
capital and surplus of not less than $50,000,000. Any
-45-
1021D
successor appointed hereunder shall execute. acknowledge and
deliver to the City and to the Lessor an instrument accepting
.such appointment hereunder, and thereupon such successor
shall, without any further act, deed or conveyance, become
vested with all the estates, properties. rights, powers and
trusts of its predecessor in the trust hereunder with like
effect as if originally named as Trustee herein; but the
Trustee retiring shall, nevertheless, on the written demand
of its successor, execute and deliver an instrument conveying
and transferring to such successor, upon the trusts herein
expressed, all the estates, properties, rights, powers and
trusts of the predecessor, which shall duly assign, transfer
and deliver to the successor all properties and moneys held
by it under this Indenture. Should any instrument in writing
from the City or the Lessor be required by any successor for
a more certain vesting in and confirming to it, the said
deeds, conveyances and instruments in writing shall be made,
executed, acknowledged and delivered by the City or the
Lessor on request of such successor.
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The instruments ev.idencing the resignation or removal of
the Trustee and ,the appointment of a successor hereunder,
together with all other instruments provided for in this
Section 8.03 shall be filed and/or recorded by the successor
the Trustee in each recording office, if any, where this
Indenture shall have been filed and/or recorded.
Section 8.04. Conversion, Consolidation or Merqer of
Trustee. Any bank or trust company into which the Trustee or
its successor may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer its
trust business as a whole shall be the successor of the
Trustee under this Indenture with the same rights. powers,
duties and obligations and subject to the same restrictions,
limitations and liabilities as its predecessor, all without
the execution or filing of any papers or any further act on
the part of any of the parties hereto or thereto, anything
herein or therein to the contrary notwithstanding. In case
any of the Certificates to be issued hereunder shall have
been authenticated, but not delivered, any successor Trustee
may adopt the certificate of any predecessor Trustee, and
deliver the same as authenticated; and, in case any of such
Certificates shall not have been authenticated. any successor
Trustee may authenticate such Certificates in the name of
such successor Trustee.
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Section 8.05. Intervention by Trustee. In any judicial
proceeding to which the Lessor or the City is a party and
which in the opinion of the Trustee and its counsel has a
substantial bearing on the interests of registered owners of
the Certificates, the Trustee may intervene on behalf of
-46-
10210
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COLORADO NATIONAL BANK
via Facsimile and u.s. Mail
June 4, 1993
Mr. Dallas D. Everhart
Finance Director
city of Aspen
130 South Galena Street
Aspen, CO 81611
Re: Notice of Resignation
Dear Mr. Everhart:
In recognition of the City of Aspen's (the "City") desire to
consolidate its corporate trust business at one bank, Colorado
National Bank ("CNB") hereby submits its Notice of Resignation as
Paying Agent, Registrar, Transfer Agent and Refunding Escrow Agent
as set out below:
General Obligation Electric Bonds, Series 1987
Sales Tax Refunding Improvement District Bonds, Series 1987
General Obligation Housing Bonds, Series 1989A
General Obligation Electric Bonds, Series 1991
General Obligation Bonds, Series 1992A
Special Improvement District Bonds, Series 1992
Refunding Escrow, dated 12/30/91
In order to aid in this consolidation of the accounts set-out above
at Norwest Bank Denver, National Association ("Norwest"), CNB will
work directly with Norwest in the transfer of information.
Our resignation shall, in all seven instances, become effective 30
days after the mailing of this Notice of Resignation.
There will be a one-time fee billed to the city for the transfer of
the set-out accounts in the amount of $1000. Please find enclosed
an invoice for these services.
Downtown Denver Office
Seventeenth Street at Champa
Denver, Colorado 80202
(303) 893.1862
Mailing Address:
P.O. Box 5168
Denver, CO 80217
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Mr. Dallas D. Everhart
June 4, 1993 letter
page two
Please execute this letter below to acknowledge your agreement
hereto and return it to me in the enclosed envelope.
Very sincerely yours,
/B-'d-,,, j" ("\
Diane F. Reeder' "
vice President' ".,,-,
By:
Da as D. Everhart
Finance Director
enclosure
cc: Ms. Lenore Martinez
(w/o enc.)
DFR/aspen.norwestl
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o this ~ of June 1993,
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NORllIliliT BANKS
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Norwest Bank Denver, N.A.
1740 Broadway
Denver, Colorado 80274
3031861.8811
June 7
, 1993
Mr. Dallas D. Everhart
Finance Director
city of Aspen
130 South Galena Street
Aspen, Colorado 81611
NOTICE OF ACCEPTANCE
Dear Dallas:
Norwest Bank Denver, National Association hereby accepts
appointment as Trustee, Paying Agent, Registrar, Transfer Agent,
and Refunding Escrow Agent for the trustee and agency accounts as
set out in Schedule A.
The conversion shall be effective upon the expiration of the number
of days set out in the Notices of Resignation which are
incorporated into the City of Aspen's Removal and/or Resignation
Resolution, Resolution No. Where the documents are silent,
the effective date shall be thirty (30) days from the date of
adoption and approval of the city's Removal and/ or Resignation
Resolution.
NORWEST BANK DENVER,
NATIONAL ASSOCIATION
BY, 1L~or1~ }PL
Vice President
EXHIBIT D
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SCHEDULE A
1. 8/1/87 $525,000
city of Aspen,
Colorado GO
Electric Bonds
(Maroon Creek
Hydroelectric
Project) ,
Series 1987
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2. 8/1/87
$9,050,000 City
of Aspen
Colorado Sales
Tax Refunding
and Improvement
Revenue Bonds
Series 1987
3. 8/1/89
$4,600,000 city
of Aspen,
Colorado GO
Housing Bonds,
Series 1989A
4. 12/1/91
$6,975,000 city
of Aspen,
Colorado GO
Electric
Refunding
Bonds, Series
1991
5. 10/1/92
$3,600,000 City
of Aspen,
Colorado GO
Bonds, Series
1992A
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2/1/84 $4,500,000
City of Aspen,
Colorado GO Elec-
tric Bonds (Ruedi
Hydroelectric
Generating Pro-
ject), Series 1984
7/1/85 $3,150,000
City of Aspen,
Colorado GO
Electric Bonds,
Series 1985
6/1/88 $8,040,000
City of Aspen,
Colorado GO Water
Refunding Bonds,
Series 1988
5/15/90 $5,875,000
City of Aspen,
Colorado GO Housing
Bonds, Series 1990A
city of Aspen,
Colorado 1985 Bond
Refunding Escrow
6/15/79 $1,200,000
city of Aspen,
Colorado GO Street
Improvement Bonds,
Series 1979
5/15/80 $4,000,000
city of Aspen,
Colorado GO
Housing Bonds,
Series 1980
5/1/83 $10,700,000
GO Water Refunding
Bonds (Refunded by
6/1/88)
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6. 10/1/92
$635,000 City
of Aspen,
Colorado Upper
Ute/Lower Ute
Pitkin Mesa
Subdivision SID
Special
Assessment
Local
Improvement
Bonds, Series
1992A
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7/1/89 $6,500,000
city of Aspen,
Colorado Lease
Purchase and
Sublease Agreement
with City of Aspen
Public Facilities
Authority --
certificates of
Participation -
Trusteeship
City of Aspen, 1988
Water Refunding
Escrow (Refunding
the 5/1/83
$10,700,00 GO Water
Refunding Bonds)
City of Aspen,
Colorado 1982
Refunding Bonds
Refunding Escrow
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Intentionally Left
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