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HomeMy WebLinkAboutordinance.council.050-99 ORDINANCENO. 50 (SERIES OF 1999) r-\ AN ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF ASPEN, COLORADO REVENUE BONDS (MUSIC ASSOCIATES OF ASPEN, INC. PROJECT), SERIES 1999, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,000,000, TO PROVIDE FINANCING FOR THE CONSTRUCTION, ACQUISITION AND EQUIPPING OF A PERFORMING ARTS CENTER FOR THE MUSIC ASSOCIATES OF ASPEN, INC.; FINANCING A DEBT SERVICE RESERVE FUND IN CONNECTION WITH THE BONDS; PAYING COSTS OF ISSUANCE RELATED TO THE ISSUANCE OF THE BONDS; RATIFYING CERTAIN ACTION HERETOFORE TAKEN; AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF AN INDENTURE OF TRUST, A MORTGAGE AND LOAN AGREEMENT, AN OFFICIAL STATEMENT, A TAX REGULATORY AGREEMENT, A BOND PURCHASE AGREEMENT, THE BONDS, AND CLOSING DOCUMENTS IN CONNECTION THEREWITH; MAKING DETERMINATIONS AS TO THE SUFFICIENCY OF PLEDGED REVENUES AND AS TO OTHER MATTERS RELATED TO THE FINANCING OF THE PROJECT AND THE BONDS; AND REPEALING ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH. ~ WHEREAS, the City of Aspen (the "City"), in the County of Pitkin and State of Colorado (the "State"), is a legally and regularly created, established, organized and existing home rule city, municipal corporation and political subdivision under the provisions of Article XX of the Constitution of the State and the home rule charter of the City (the "Charter"); and WHEREAS, under the Charter, the City is possessed of all powers which are necessary, requisite or proper for the government and administration of its local and municipal matters, all powers which are granted to home rule municipalities by the Colorado Constitution, and all rights and powers that now or hereafter may be granted to municipalities by the laws of the State; and WHEREAS, the City is authorized by its Charter and the County and Municipality Development Revenue Bond Act, Article 3 of Title 29 of the Colorado Revised Statutes, as amended (the "Act"), to finance certain "projects" described in the Act; and WHEREAS, representatives of Music Associates of Aspen, Inc. (the "Corporation"), have presented to the City a proposal whereby the City will issue revenue bonds pursuant to the Charter and the Act to (a) fund a portion of the acquisition, construction and equipping of a new performing arts center (the "Project"), (b) fund a reserve fund for the Bonds, and (c) pay certain costs of issuing the Bonds; and ~, 02-48797.01 ~. WHEREAS, the Project is located within the boundaries of the City, and is owned by the Corporation, a Colorado nonprofit corporation and an organization that is described in Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the City Council of the City (the "Council") has considered the request of the Corporation and has concluded that the issuance of revenue bonds for such purposes will promote industry and develop trade or other economic activjtywithin the City, and will promote employment and the maintenance of a balanced and stable economy in the City, thereby promoting the public health, welfare, safety, convenience, and prosperity, and that the City should issue revenue bonds, subject to the conditions set forth herein; and WHEREAS, the action herein contemplated is permitted by the City's Charter; and WHEREAS, the City will issue, sell, and deliver the City of Aspen, Colorado Revenue Bonds (Music Associates of Aspen, Inc. Project) Series 1999, in the aggregate principal amount not to exceed $9,000,000 (the "Bonds"), under an Indenture of Trust, dated as of November' 1, 1999 (the "Indenture"), by and between the City and Norwest Bank Colorado, National Association, as trustee thereunder (the "Trustee"), for the purposes set forth above; and WHEREAS, the Corporation will enter into a Mortgage and Loan Agreement, dated as of November 1, 1999 (the "Agreement"), by and between the City and the Corporation, which will provide for payments sufficient to pay the principal of, premium, if any, and interest on the Bonds and to meet other obligations as herein and therein provided; and o WHEREAS, there have been presented to the Council the following documents in substantially final' form: (a) the proposed form of the Indenture, (b) the . proposed form of the Agreement, (c) the proposed form of the Official Statement (the "Official Statement"), (d) the proposed form of the Bond Purchase Agreement, dated as of November 1, 1999, by and among the City, the Corporation and Bigelow & Company (the "Underwriter") and (e) the proposed form of the Tax Regulatory Agreement, dated as of November 1, 1999 (the "Tax Regulatory Agreement"), by and among the City, the Trustee and the Corporation (the documents referred to in (a) through ( e) above are collectively referred to herein as the "City Documents"); NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1. All action (not inconsistent with the provisions of this Ordinance) heretofore taken by the Council and the officers of the City directed toward the financing of the Project and the authorization, issuance, and sale of the Bonds, is hereby ratified, approved, and confirmed. Section 2. The City shall finance the cost of the Project by lending the proceeds of the Bonds to the Corporation in accordance with the provisions of the Agreement. 0- Section 3. To defray a portion of the cost of the Project, there is hereby authorized an issue of revenue bonds designated: "City of Aspen, Colorado Revenue Bonds (Music 02-48797.01 2 ~ ~ 0- Associates of Aspen, Inc. Project) Series 1999," in the aggregate principal amount not to exceed $9,000,000. Defined terms used in this Section 3 and not defined herein shall have the same meanings ascribed to such terms in the Indenture and the Agreement unless the context shall clearly otherwise require. The Bonds are issuable as fully registered bonds without coupons in the authorized denominations set forth in the Indenture. The Bonds shall be dated as of November 1,1999 and shall mature (subject to prior redemption as provided in the Indenture and the Agreement) no later than November I, 2005, and shall bear interest as provided in the Indenture. It is estimated by the Underwriter that the Net Effective Interest Rate will not be in excess of 6.50% per annum. The Bonds shall be payable, shall bear interest at the rates and on the dates set forth in the Indenture, and shall be subject to redemption, shall carry such registration privileges, and shall be in substantially the form as set forth in the Indenture. Section 4. The following determinations and findings are hereby made m accordance with Sections 29-3-113, 29-3-114 and 29-3-120 of the Act: (a) The Agreement obligates the Corporation to pay the amount necessary in each year to pay the principal of, premiuni, if any, and the interest on the Bonds. (b) In the Agreement, the Corporation has covenanted to maintain, or cause to be maintained, its property in good repair and to carry, or cause to be carried, all proper insurance with respect thereto. (c) The Pledged Revenues and other anlounts payable. under the Agreement are. sufficient to pay, in addition to all other requirements of .the Agreement and this Ordinance, all sums referred to in paragraphs (a) and (b) of this Section 4. (d) The Pledged Revenues and other amounts payable under the Agreement are sufficient to pay, in addition to all other requirements of the Agreement and this Ordinance, all taxes or payments in lieu of taxes, if any, levied upon the Project. ( e) The amount necessary to be paid into the Bond Reserve Fund is sufficient. Section 5. Proceeds from the sale of the Bonds shall be invested and reinvested in such securities and other investments specified in, and otherwise in accordance with, Section 29-3-109 of the Act and the Indenture. Section 6. The forms, terms, and provisions of the City Documents presented to the Council are hereby approved. The City shall enter into the City Documents in substantially the forms of such documents presented to the Council, with only such changes therein, if.any, as are not inconsistent herewith. The Mayor is hereby authorized and' directed to execute the City Documents; the Clerk is hereby authorized and directed to affix the City seal to and to attest such documents; and the Mayor is hereby authorized and directed to take such actions as are deemed necessary by Bond Counsel to comply with Section l47(f) of the Code. Section 7. The form, terms, and provisions of the Bonds, in substantially the form .contained in the Indenture, are hereby approved, with only such changes therein, if any, as are 02-48797.01 3 ~. ~ ~. not inconsistent herewith. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor of the City, shall have impressed or imprinted thereon (by facsimile or otherwise) the official seal of the City, and shall be attested with the manual or facsimile signature of the Clerk of the City. Section 8. The officers of the City shall take all action in conformity with the Act necessary or reasonably required to effectuate the issuance of the Bonds and shall take all action necessary or desirable in conformity with the Act to pay from the proceeds of the Bonds a portion of the costs of financing the Project, and for carrying out, giving effect to, and consunlmating the transactions contemplated by this Ordinance, the City Documents, including, without limitation, the execution, delivery, and filing of any documents, statements or reports with the Internal Revenue Service or with the Secretary of the Treasury or his delegate necessary to maintain the exclusion of interest on the Bonds from gross income for federal income taxation and the execution and delivery of any closing documents to be delivered in connection with the sale and delivery of the Bonds. Section 9. In the Agreement, the Corporation has agreed to pay all costs of financing the Project which are not paid out of the proceeds of the Bonds from other legally available moneys of the Corporation. Section 10. The Bonds shall be special, limited obligations of the City, payable solely from the Pledged Revenues and funds pledged therefor under the Indenture; the Bonds shall never constitute a debt, indebtedness or multiple fiscal year direct or indirect debt or other financial obligation of the City, the State or any other municipality, county, or political subdivision of the State, within the meaning of the Constitution or statutes of the State or the CharteJ: of the City or of any other municipality, county, or political subdivision of the State; and the Bonds shall never constitute nor give rise to any pecuniary liability of, or charge against the general credit or taxing powers of, the City, the State, or any other municipality, county, or political subdivision of the State. Section 11. Nothing contained in this Ordinance or in the Bonds, the City Documents, or any other instrument shall give rise to a pecuniary liability or a charge upon the general credit or taxing powers of the City, the State, or any other municipality, county, or political subdivision of the State. Section 12. The breach by any party of any agreement contained in this Ordinance, the Bonds, the City Documents, or any other instrument shall not impose any pecuniary liability upon the City or a charge upon, or charge against the general credit or taxing powers of, the City, the State, or any other municipality, county, or political subdivision of the State, none of which has the power to payout of its general fund, or otherwise contribute, any part of the cost of financing the Project as a business or in any manner. Section 13. The City has not condemned and shall not condemn any land or other property for the Proj ect. 02-48797.01 4 o ~. 0- Section 14. After the Bonds are issued, this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled, and discharged. Section 15. 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. Section 16. All bylaws, orders, resolutions, and ordinances, or parts thereof, of the City inconsistent herewith, and with the documents hereby approved, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution, or ordinance, or part thereof. 02-48797.01 5 INTRODUCED, READ AND ORDERED PUBLISHED at its regular meeting on 0- October 25, 1999, as provided by law by the Council. (' o [SEAL] Attest:. , , BY~~r)1l;~ City Clerk . t7. FINALLY ADOPTED AND APPROVED AND ORDERED PUBLISHED at its regular meeting on November 8, 1999 by the Council. [SEAL] A~test: B,k7' iUh- City CI~rk . ' 02-48797.01 6