HomeMy WebLinkAboutordinance.council.031-99 ORDINANCE NO. 31
(SERIES OF 1999)
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $13,890,000,
AGGREGATE PRINCIPAL AMOUNT OF CITY OF ASPEN,
COLORADO, SALES TAX REVENUE BONDS, SERIES 1999;
AUTHORIZING THE USE OF THE PROCEEDS THEREOF FOR THE
PURPOSE OF CONSTRUCTING AND IMPROVING CERTAIN CITY
RECREATIONAL AND PARK FACILITIES, FUNDING A RESERVE
FUND AND PAYING COSTS OF ISSUING SAID SERIES 1999 BONDS;
PROVIDING THE FORM, TERMS AND CONDITIONS OF SAID
SERIES1999 BONDS, THE MANNER AND TERMS OF THEIR
ISSUANCE, THE MANNER OF THEIR EXECUTION, THE METHOD OF
PAYING THEM AND THE SECURITY THEREFOR; PLEDGING
CERTAIN SALES TAX PROCEEDS OF THE CITY FOR THE PAYMENT
OF SAID SERIES 1999 BONDS; PROVIDING CERTAIN COVENANTS
AND OTHER DETAILS CONCERNING SAID SERIES 1999 BONDS AND
THE SALES TAX REVENUES; RATIFYING ACTION PREVIOUSLY
TAKEN AND APPERTAINING THERETO; AND DECLARING AN
EMERGENCY AND PROVIDING FOR THE EFFECTIVE DATE OF
THIS EMERGENCY ORDINANCE.
WHEREAS, the City of Aspen (the "City"), in the County of Pitkin and State of
Colorado, is a legally and regularly created, established, organized and existing municipal
corporation under the provisions of Article XX of the Constitution of the State of Colorado 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
of Colorado; and
WHEREAS, the City, pursuant to Ordinance No. 16, Series of 1970 (the "Sales Tax
Ordinance") levies a one pement (1.00%) sales tax (the "Open Space Sales Tax") on all sales of
tangible property and services specified in Section 23.32.090 of the City's Municipal Code for
the payment of food tax refunds, and for the acquisition of real property including open space or
construction of capital improvements for municipal purposes, or the payment of indebtedness
incurred for such acquisition or construction of capital improvements for municipal purposes, for
the expenditures necessary to protect such property against loss, damage or destruction; and
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WHEREAS, receipts from the Open Space Sales Tax are required to be set aside in a
separate fund entitled "Parks and Open Space Fund" and expended by the City Council solely for
the acquisition of parks, trails and open space real property, for the construction of improvements
on any real propers, owned or purchased by the City for parks, trails and open space purposes,
for the maintenance of real property owned by the city and used for parks, trails and open space,
and for payment of indebtedness incurred for acquisition or improvement of parks, trails and
open space real property, food tax refunds payable by the City, and for such expenditures as may
be necessary to protect real property or the improvements thereon owned by the City for parks,
trails and open space purposes and for the payment of sales tax revenue bonds issued by the City;
and
WHEREAS, Section 10.5 of the Charter provides in relevant part:
The City shall, in addition, have the authority to issue revenue bonds.., payable
in whole or in pan from the imposition of a sales or use tax by the State of
Colorado, or any agency thereof.... No revenue bonds shall be issued until the
question of their issuance shall have been approved by a majority of the electors
voting on the question at a regular or special election; ....
; and
WHEREAS. the following question regarding the issuance of sales tax revenue bonds
was submitted to the electors of the City as the City's May 4, 1999 biennial general municipal
election, and was approved by a majority of those voting on the question:
SHALL CITY OF ASPEN DEBT BE INCREASED $13,894,000.00, WITH A
MAXIMUM REPAYMENT COST OF $24~100,000.00 (BUT WITH NO
INCREASE IN THE CITY'S EXISTING TAXES), FOR THE PURPOSE OF
CONSTRUCTING AND IMPROVING CERTAIN CITY RECREATIONAL
AND PARK FACILITIES, INCLUDING, BUT NOT LIMITED TO:
eCONSTRUCTION OF A SWIMMING POOL AT ISELIN
PARK;
eCONSTRUCTION OF A NEW CLUBHOUSE, PROSHOP,
NORDIC CENTER AND RESTAURANT AT THE CITY'S
MUNICIPAL GOLF COURSE;
*RENOVATION OF THE CITY'S EXISTING ICE RINK AT
THE ICE GARDENS; AND
*CONSTRUCTION AND RENOVATION OF
BASEBALL/SOFTBALL FIELDS, TENNIS COURTS,
BASKETBALL COURTS, TRAILS AND PEDESTRIAN
WALKWAYS AND ANCILLARY PARKING FACILITIES,
LANDSCAPING AND RELATED IMPROVEMENTS
THROUGHOUT THE CITY'S PARK SYSTEM, INCLUDING:
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elSELIN PARK;
eMOORE PLAYING FIELDS;
· THE ASPEN SCHOOL DISTRICT CAMPUS;
· PLUM TREE PARK;
·WAGNER PARK;
· THE YELLOW BRICK SCHOOL BUILDING;
· THE RIO GRANDE TRAIL; AND
eCEMETERY LANE;
SUCH DEBT TO CONSIST OF THE ISSUANCE AND PAYMENT OF SALES
TAX REVENUE BONDS, PAYABLE FROM THE EXISTING ONE PERCENT
SALES TAX OF THE CITY DEPOSITED TO THE PARKS AND OPEN
SPACE FUND OF THE CITY; WHICH BONDS SHALL BEAR INTEREST
AND MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT
PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR
TIMES, AT SUCH PRICES (AT, ABOVE OR BELOW PAR) AND IN SUCH
MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT
HEREWITH, AS THE CITY COUNCIL MAY DETERMINE; AND SHALL
ANY EARNINGS (REGARDLESS OF AMOUNT) FROM THE INVESTMENT
OF THE PROCEEDS OF SUCH BONDS CONSTITUTE A VOTER-
APPROVED REVENUE CHANGE?
; and
WHEREAS, in accordance with the authority above granted, the City Council hereby
determines to issue its "City of Aspen, Colorado, Sales Tax Revenue Bonds, Series 1999" (the
"Series 1999 Bonds"), including registered interest coupons relating thereto (the "Registered
Coupons"), payable solely from sales tax revenues of the City deposited to the City's Parks and
Open Space Fund; and
WHEREAS, the Series 1999 Bonds, including the Registered Coupons, will be issued,
sold and delivered by the City to Bigelow & Company, Denver, Colorado (the "Underwriter") as
provided herein; and
WHEREAS, there are no other obligations of the City having a lien upon the Pledged
Revenues other than the Series 1999 Bonds; and
WHEREAS, all things necessary ro make the Series 1999 Bonds and the Registered
Coupons when authenticated by the Paying Agent (as defined herein) and issued as provided in
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this Ordinance, the valid, binding and legal obligations of the City according to the import
thereof, and to constitute this Ordinance a valid assignment and pledge of the amounts pledged to
the payment of the principal of, premium, if any and interest on the Series 1999 Bonds, including
the Registered Coupons, have been done and performed, and the creation, execution and delivery
of the Series 1999 Bonds, including the Registered Coupons, subject to the terms hereof, have in
all respects been duly authorized.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO:
Seetiun 1. Definitions. The terms defined in this Section shall have the designated
meanings for all purposes of this Ordinance and of any amendatory or supplemental ordinance,
except where the context by clear implication requires otherwise.
"Bond Fund" means the Bond Fund created pursuant to Section 13 hereof.
"Bond Year" means the one-year period beginning on the date of the Series 1999 Bonds
and ending the day before the first anniversary date of the date of the Series 1999 Bonds, and
each one-year period thereafter.
"Business Day" shall mean any day on which banks located in the City, located in the
City of New York, New York or located in the city in which the principal corporate trust office
of the Paying Agent is located are not required or authorized by law to remain closed and on
which The New York Stock Exchange is not closed.
"Cede" means Cede & Co., the nominee of DTC, and any successor nominee of DTC.
"Charter" means the Home Rule Charter of the City, as amended.
"City" means the City of Aspen, Colorado.
"Code" means the Internal Revenue Code of 1986, as amended.
"Council" means the City Council of the City.
"DTC" means The Depository Trust Company, New York, New York, and its successors
and assigns.
"Event of Default" means any occurrence or event specified in and defined by Section 26
hereof.
"Federal Securities" shall have the meaning ascribed to such term in Section 24 hereof
"Investment Instructions" means the letter of instructions provided to the City on the date
of issue of the Series 1999 Bonds in accordance with Section 17 hereof,
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"1970 Sales Tax Ordinance" means Ordinance No. 16 (Series of 1970), adopted by the
City Council of the City on July 13, 1970, and approved by the qualified electors of the City on
September 1, 1970, which levies the City's Open Space Sales Tax.
"Open Space Sales Tax" means the 1% sales tax levied by the City on the sale of tangible
personal property at retail and the furnishing of services in the City pursuant to the 1970 Sales
Tax Ordinance.
"Ordinance" means this Ordinance, and any amendments or supplements hereto as may
be adopted by the Council in compliance herewith.
"Participants" means those broker-dealers, banks and other financial institutions from
time to time for which DTC holds Series 1999 Bonds and Registered Coupons as a securities
depository.
"Paying Agent" means Norwest Bank Colorado, National Association, in Denver,
Colorado, or its successors.
"Permittedlnvestments" means any investment which is a legal investments for the City.
"Pledged Revenues" means for each fiscal year all of the proceeds of the Open Space
Sales Tax after deduction of the reasonable and necessary costs and expenses of collecting and
enfoming the Open Space Sales Tax, if any.
"Project" means the construction and improvement of City recreational and park
facilities.
"Rebate Fund" means the Rebate Fund created pursuant to Section 13 hereof.
"Registered Coupons" means the separate, detached registered coupons evidencing
supplemental interest on the Series 1999 Bonds designated as "B," as set forth in Section 5
hereof.
"Registered Owner" means the person or persons in whose name or names a Series 1999
Bond or a Registered Coupon shall be registered on the books of the City maintained by the
Paying Agent kept for that purpose in accordance with provisions of this Ordinance.
"Regular Record Date" means the fifteenth day of the calendar month (whether or not a
Business Day) prior to each interest payment date with respect to the Series 1999 Bonds.
"Representation Letter" means the representation letter from the City to DTC.
"Reserve Fund" means the Reserve Fund created pursuant to Section 13 hereof.
"Reserve Fund Requirement" means $1,183,538, which is the maximum principal of and
interest on the Series 1999 Bonds in any Bond Year.
"Revenue Fund" means the Revenue Fund created pursuant to Section 13 hereof.
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"Series 1999 Bonds" means the "city of Aspen, Colorado, Sales Tax Revenue Bonds,
Series 1999."
"Special Record Date" means a special date fixed to determine the names and addresses
of Registered Owners for purposes of paying interest on a special interest payment date for the
payment of defaulted interest, all as further provided in Section 5 hereof.
"Underwriter" means Bigelow & Company, Denver, Colorado.
Section 2. Ratification. All action heretofore taken (not inconsistent with the provisions
of this Ordinance) by the Council and officers of the City relating to the levy and collection of
the Open Space Sales Tax, to finance the Project and to the authorization, sale and issuance of
the Series 1999 Bonds, including the Registered Coupons, is hereby ratified, approved and
confirmed.
Section 3. Authorization of Financing of the Project. The financing of the Project is
hereby authorized and the necessity thereof declared.
Section 4. Authorization and Sale of Series 1999 Bonds and the Registered
Coupons. There are hereby authorized and directed to be issued the revenue bonds of the City, m
be designated "City of Aspen, Colorado, Sales Tax Revenue Bonds, Series 1999" in the
aggregate principal amount of $13,890,000. The prinmpal of, premium, if any, and interest
(except as herein otherwise provided) on the Series 1999 Bonds, including the Registered
Coupons, are payable from, and secured by, the Pledged Revenues. The Series 1999 Bonds,
including the Registered Coupons, as herein authorized shall be sold to the Underwriter at a price
equal to the principal amount thereof, plus accrued interest from August 1, 1999 to the date of
their delivery, less an underwriting discount of $I 14,680 and less as original issuing discount of
$237,917. The Preliminary Official Statement, dated June 30, 1999, relating to the Series 1999
Bonds and the Registered Coupons is hereby approved and the use thereof by the Underwriter is
hereby ratified and confirmed. The Mayor is authorized and directed to execute or deliver to the
Underwriter a final Official Statement in substantially the form of the Preliminary Official
Statement.
Section 5. Series 1999 Bond and Registered Coupon Details. The Series 1999 Bonds
shall be issuable as fully registered bonds in the denomination of $5,000 or any integral multiple
thereof The Registered Coupons shall be issued as fully registered coupons in denominations of
$5,000 in the amount of "B" interest due on the "B" interest payment dates set forth in this
Section.
The Series 1999 Bonds shall be dated as of August I, 1999 and shall bear interest
designated "A" payable semiannually from their date or such later dates as to which interest has
been paid on each May I and November 1, commencing May I, 2000. "B" interest represented
by the Registered Coupons shall accrue and be paid as provided in this Section. The Series 1999
Bonds shall be consecutively numbered, beginning with the number one, preceded by the letter
"R." The Registered Coupons shall be consecutively numbered, beginning with the number one,
preceded by the letters "RC."
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The Series 1999 Bonds shall bear interest designated "A" at the rates (per annum),
mature in the principal amounts and mature on November 1 of the years specified as follows:
Maturity Principal Amount "A" Interest Rate
2001 $325,000 4.25%
2002 485,000 4.40
2003 510,000 4.55
2004 530,000 4.65
2005 555,000 4.85
2006 585,000 4.80
2007 610,000 4.95
2008 640,000 5.05
2009 675,000 5.00
2010 705,900 5.00
2011 745,000 5.00
2015 3,375,000 5.25
2019 4,150,000 5.40
In addition to the interest rates designated as "A" interest on the Series 1999 Bonds set
forth above (which do not include the "B" interest), all of the Series 1999 Bonds shall bear
supplemental interest, designated as "B" interest and evidenced by the Registered Coupons in the
amounts set forth below, which amounts have been calculated at the "B" interest rates set forth
below, using a 360-day year of twelve 30-day months, as applied to an accrual period
commencing August 4, 1999, and ending on the "B" interest payment dates for the weighted
average maturity principal amount of the Series 1999 Bonds scheduled to be outstanding during
such accrual periods:
"B" Interest "B" Interest Due on "B "B"
Payment Date Interest Payment Date Interest Rate
November 1, 2000 $295,000 1.710467240%
November 1, 2001 150,000 0.481745847
The principal of, premium, if any, and interest designated on the Series 1999 Bonds shall
be payable in lawful money of the United States of America, with the principal of and premium,
if any, on the Series 1999 Bonds and the "B" interest represented by the Registered Coupons
payable at the principal corporate trust office of the Paying Agent. Payment of interest on any
Series 1999 Bond designated "A" shall be made to the Registered Owner of the Series 1999
Bond and shall be paid by check or draft of the Paying Agent mailed on the interest payment date
to the Registered Owner at his or her address as it appears on the registration books of the City or
at such other address as is furnished to the Paying Agent in va-iting by such Registered Owner as
of the Regular Record Date for such Interest Payment Date; but any such interest designated "A"
not so timely paid or duly provided for shall cease to be payable to the person who is the
Registered Owner of the Series 1999 Bond at the close of business on the Regular Record Date
and shall be payable to the person who is the Registered Owner of the Series 1999 Bond at the
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close of business on a Special Record Date for the payment of any such defaulted interest
designated "A". Such Special Record Date shall be fixed by the Paying Agent whenever moneys
become available for payment of the defaulted interest designated "A", and notice of the Special
Record Date shall be given to the Registered Owners of the Series 1999 Bonds not less than 10
days prior to the Special Record Date by first-class mall to each such Registered Owner as
shown on the registration books on a date selected by the Paying Agent, stating the date of the
Special Record Date and the date fixed for the payment of such defaulted interest. If any Series
1999 Bond shall remain unpaid upon presentation at maturity, interest shall continue to accrue
until paid at the rate designated "A" in said Series 1999 Bond. Payment of the "B" interest
represented by the Registered Coupons shall be made to the Registered Owner thereof
Section 6. Redemption.
(a) Optional Redemption. The Series 1999 Bonds maturing on or before
November 1, 2009 shall not be subject to redemption prior to their respective maturities.
The Series 1999 Bonds maturing on and after November 1, 2010 shall be subject to
redemption prior to their maturity, at the option of the City, in whole or in part, in integral
multiples of $5;000, and if less than all of the Series 1999 Bonds are to be redeemed,
from such maturity or maturities selected by the City and by lot within a maturity as the
Paying Agent shall determine (giving proportionate weight to Series 1999 Bonds in
denominations larger than $5,000), on November 1, 2009 and on any date thereafter, at a
redemption price equal to the principal amount of each Series 1999 Bond or portion
thereof so redeemed, plus accrued interest to the redemption date.
(b) Mandatory Sinking Fund Redemption. The Series 1999 Bonds maturing
on November 1, 2015, are subject to mandatory sinking fund redemption at a price equal
to the principal amount thereof plus accrued interest to the redemption date. The
Series 1999 Bonds subject to mandatory sinking fund redemption shall be selected by lot
in such manner as the Paying Agent shall determine (giving proportionate weight to the
Series 1999 Bonds in denominations larger than $5,000). The City shall redeem the
Series 1999 Bonds subject to mandatory sinking fund redemption on each November 1,
commencing on November 1, 2012, through November 1, 2014 in the following principal
amounts:
Year Principal Amount
2012 $780,000
2013 820,000
2104 865,000
The remaining $910,000 of the Series 1999 Bonds maturing on November 1, 2015, shall
be paid upon presentation and surrender at maturity unless redeemed pursuant to optional
redemption prior to maturing. On or before the thirtieth day prior to each such payment
date, the Paying Agent shall proceed to call the Series 1999 Bonds indicated above (or
any Series 1999 Bond or Series 1999 Bonds issued to replace such Series 1999 Bonds)
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for redemption from such sinking fund on the next November 1, and give notice of such
call without further instruction or notice from the City.
The Series 1999 Bonds maturing on November 1, 2019, are subject to mandatory
sinking fund redemption at a price equal to the principal mount thereof plus accrued
interest to the redemption date. The Series 1999 Bonds subject to mandatory sinking
fund redemption shall be selected by lot in such manner as the Paying Agent shall
determine (giving proportionate weight to the Series 1999 Bonds in denominations larger
than $5,000). The City shall redeem the Series 1999 Bonds subject, to mandatory sinking
fund redemption on each November 1, commencing on November 1, 2016, through
November 1, 2018 in the following principal amounts:
Year Principal Amount
2016 $ 955,000
2017 1,010,000
2018 1,065,000
The remaining $1,120,000 of the Series 1999 Bonds maturing on November 1,
2019, shall be paid upon presentation and surrender at maturity unless redeemed pursuant
to optional redemption prior to maturing. On or before the thirtieth day prior to each
such payment date, the Paying Agent shall proceed to call the Series 1999 Bonds
indicated above (or any Series 1999 Bond or Series 1999 Bonds issued to replace such
Series 1999 Bonds) for redemption from such sinking fund on the next November 1, and
give notice of such call without further instruction or notice from the City.
At its option, to be exercised on or before the forty-fifth day next preceding each
such redemption date, the City may (a)deliver to the Paying Agent for cancellation
Series 1999 Bonds subject to such mandatory sinking fund redemption in an aggregate
principal amount desired or (b) receive a credit in respect of its sinking fund redemption
obligation for the respective Series 1999 Bonds subject to mandatory sinking fund
redemption, which prior to said date have been redeemed (otherwise than through the
operation of the sinking fund) and cancelled by the Paying Agent and not theretofore
applied as a credit against the respective sinking fund redemption obligation. Each
Series 1999 Bond so delivered or previously redeemed will be credited by the Paying
Agent at the principal amount thereof on the obligation of the City on the respective
sinking fund redemption date and the principal amount of Series 1999 Bonds to be
redeemed by operation of such sinking fund on such date will be accordingly reduced.
The City will on or before the forty-fifth day next preceding each redemption date furnish
the Paying Agent 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 City to deliver such certificate shall not affect the
Paying Agent'S duty to give notice of sinking fund redemption as provided in this
paragraph.
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(c) Partial Redemption. In the case of a Series 1999 Bond of a denomination
larger than $5,000, a portion of such Series 1999 Bond ($5,000 or integral multiples
thereof) may be redeemed, in which case the Paying Agent shall, without charge to the
Registered Owner Of the Series 1999 Bond, authenticate and issue a replacement Series
1999 Bond or Series 1999 Bonds for the unredeemed portion thereof.
(d) Notice. The City shall give written instructions of any optional
redemption pursuant to subsection (a) of this Section to the Paying Agent at least 45 days
prior to such redemption date (provided that the Paying Agent may waive the right to
receive such instructions more than 30 days prior to such redemption date). The Paying
Agent shall give notice of mandatory redemption pursuant to subsection (b) of this
Section without any instruction or direction from the City. Notice of any redemption
shall be given by the Paying Agent in the name of the City by sending a copy of such
notice by first-class mail, postage prepaid, not more than 45 days and not less than 30
days prior to the redemption date, to the Registered Owner of any Series 1999 Bond
which is called for prior redemption at his or her address as it last appears on the
registration records kept by the Paying Agent unless waived by such Registered Owner.
Failure to give such notice by mail to the Registered Owner of any Series 1999 Bond, or
any defect therein, shall not affect the validity of the proceedings for the redemption of
any other Series 1999 Bonds. SUCh notice shall identify the Series 1999 Bonds or
portions thereof to be redeemed (if less than all are to be redeemed) and the date fixed for
redemption, and shall further state that on such redemption date the principal amount
thereof will become due and payable at the principal corporate trust office of 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 mannei hereinabove provided, the Series 1999 Bond or Series
1999 Bonds so called for redemption shall become due and payable on the redemption
date so designated; and upon presentation thereof at the principal corporate trust office of
the Paying Agent, the City will pay the Series 1999 Bond or Series 1999 Bonds to be
called for redemption. No further interest shall accrue on the principal of any Series 1999
Bond (or portion thereof) called for redemption from and after the redemption date,
provided sufficient funds are on deposit with the Paying Agent on the redemption date.
Section 7. Paying Agent; Transfer and Exchange. The Paying Agent is hereby
appointed as bond registrar for the City for purposes of the Series 1999 Bonds and the Registered
Coupons, arid the City hereby approves the execution and. delivery of a paying agency agreement
to be in form and substance satisfactory to the City Attorney of the City. The Mayor or Mayor
Pro Tern is hereby authorized and directed to execute and deliver the paying agency agreement,
and the City Clerk or Deputy or Assistant City Clerk is hereby authorized and directed to attest
the paying agency agreement and affix the seal of the City thereto. The Paying Agent shall
maintain on behalf of the City, books for the purpose of registration and transfer of the Series
1999 Bonds and the Registered Coupons, and such books shall specify the person entitled to the
Series 1999 Bonds and the Registered CoupOns and the rights evidenced thereby, and all
transfers of Series 1999 Bonds and the Registered Coupons and the rights evidenced thereby.
02-39207.05 10
Series 1999 Bonds may be transferred or exchanged without cost, except for any tax or
governmental charge required to be paid with respect to such transfer or exchange and any cost
of printing bonds in connection therewith, at the principal corporate trust office of the Paying
Agent. Series 1999 Bonds may be exchanged for a like aggregate principal mount of Series
1999 Bonds of other authorized denominations of the same maturity and interest rate. Upon
surrender for transfer of any Series 1999 Bond, duly endorsed for transfer or accompanied by an
assignment duly executed by the Registered Owner or his or her attorneys duly authorized m
writing, the City shall execute and the Paying Agent shall authenticate and deliver in the name of
the transferee or transferees a new Series 1999 Bond or Series 1999 Bonds of the same maturity
and interest rate for a like aggregate principal amount. The person ~n whose name any Series
1999 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all
purposes, whether or not payment on any Series 1999 Bond shall be overdue, and neither the
City nor the Paying Agent shall be affected by any notice to the contrary.
The Registered Coupons may be transferred or exchanged at the prinmpal office of the
Paying Agent or at such other office of the Paying Agent for Registered Coupons of other
authorized denominations of the same payment date and representing a like aggregate amount of
"B" interest due on the "B" interest payment date upon payment by the transferee of a reasonable
transfer fee established by the Paying Agent, together with any tax or governmental charge
required to be paid with respect to such transfer or exchange and any cost of printing bonds in
connection therewith. Upon surrender for transfer of any Registered Coupon, duly endorsed for
transfer or accompanied by an assignment duly executed by the Registered Owner or his or her
attorney duly authorized m writing, the City shall execute and the Paying Agent shall
authenticate and deliver in the name of the transferee a new Registered Coupon.
Section 8. Execution and Delivery of the Series 1999 Bonds. The Series 1999 Bonds
and the Registered Coupons shall be executed in the name and on behalf of the City with the
manual or facsimile signature of the Mayor or Mayor Pro Tem, shall bear a manual or facsimile
of the seal of the City and shall be attested by the manual or facsimile signature of the City Clerk
or Deputy or Assistant City Clerk. Should any officer whose manual or facsimile signature
appears on the Series 1999 Bonds or. the Registered Coupons cease to be such officer before
delivery of any Series 1999 Bond or Registered Coupon, such manual or facsimile signature
shall nevertheless be valid and sufficient for ail purposes. The Mayor and the City Clerk are
hereby authorized and directed to prepare and to execute the Series 1999 Bonds and the
Registered Coupons in accordance with the requirements of this Ordinance. When the Series
1999 Bonds and the Registered Coupons have been duly executed, the officers of the City are
authorized to, and shall, deliver the Series 1999 Bonds and the Registered Coupons to the Paying
Agent for authentication. No Series 1999 Bond or Registered Coupon shall be secured by this
Ordinance or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless
the certificate of authentication of the Paying Agent, in substantially the form set forth in this
Ordinance, has been duly executed by the Paying Agent. Such certificate of the Paying Agent
upon any Series 1999 Bond or Registered Coupon shall be conclusive evidence and the only
competent evidence that such Series 1999 Bond or Registered Coupon has been authenticated
and delivered hereunder. The Paying Agent's certificate of authentication shall be deemed to
have been duly executed by it if manually signed by an authorized signatory of the Paying
Agent, but it shall not be necessary that the same signatory sign the certificate 'of authentication
on all of the Series 1999 Bonds or the Registered Coupons issued hereunder.
02-39207.05 11
Upon the authentication of the Series 1999 Bonds and the Registered Coupons, the
Paying Agent shall deliver the same to the Underwriter or its designees as directed by the City as
hereinafter provided. Prior to the authentication and delivery by the Paying Agent of the Series
1999 Bonds and the Registered Coupons there shall be filed with the Paying Agent the
following:
(a) a certified copy of this Ordinance; and
(b) a request and authorization to the Paying Agent on behalf of the City and
signed by the Mayor to authenticate and deliver the Series 1999 Bonds and the Registered
Coupons to the Underwriter or the persons designated therein upon payment to the City
of a sum specified in such request and authorization plus accrued interest thereon to the
date of delivery. The proceeds of such payment shall be paid to the City and deposited as
provided in Section 12 hereof.
In the event any Series 1999 Bond is mutilated, lost, stolen or destroyed, the City shall
execute a new Series 1999 Bond of like maturity, interest rate and denomination to that
mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Series 1999 Bond,
such mutilated Series 1999 Bond shall first be surrendered to the City, and in the case of any lost,
stolen or destroyed Series 1999 Bond, there shall be first furnished to the City evidence of such
loss, theft or destruction satisfactory to the City, together with an indemnity satisfactory to the
City. In the event any such Series 1999 Bond shall have matured, instead of issuing a duplicate
Series 1999 Bond, the City may pay the same without surrender thereof, making such
requirements as it deems fit for its protection, including a lost instrument bond. The City may
charge the Registered Owner of such Series 1999 Bond with its reasonable fees and expenses in
hhis connection.
In the event any Registered Coupon is mutilated, lost, stolen or destroyed, the City shall
execute a new Registered Coupon of the same authorized denominations of the same payment
date and representing a like aggregate amount of "B" interest due on the "B" interest payment
date to that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated
Registered Coupon, such mutilated Registered Coupon shall first be surrendered to the City, and
in the case of any lost, stolen or destroyed Registered Coupon, there shall be first furnished to the
City evidence of such loss, theft or destruction satisfactory to the City, together with an
indemnity satisfactory to the City. In the event any such Registered Coupon shall have matured,
instead of issuing a duplicate Registered Coupon, the City may pay the same without surrender
thereof, making such requirements as it deems fit for its protection, including a lost instrument
bond. The City may charge the Registered Owner of such Registered Coupon with its reasonable
fees and expenses in this connection.
Section 9. Special Obligations~ The Series 1999 Bonds and the Registered Coupons are
special, limited revenue obligations of the City and are payable solely out of the Pledged
Revenues and other moneys pledged or available therefor under this Ordinance. Except as
expressly provided in this Ordinance, the Pledged Revenues shall be and hereby are irrevocably
assigned, pledged and set aside to pay the principal of, premium, if any, and interest on the
Series 1999 Bonds, including the Registered Coupons, as more particularly set forth herein. The
Series 1999 Bonds, including the Registered Coupons, constitute an irreVOcable and first lien
02-39207.05 12
(but not an exclusive first lien) upon the Pledged Revenues on a parity with any parity debt
subsequently issued. The Series 1999 Bonds, including the Registered Coupons, are equally and
ratably secured by a lien on the Pledged Revenues and shall not be entitled to any priority one
over the other in the application of the Pledged Revenues regardless of the time or times of the
issuance of the Series 1999 Bonds and the Registered Coupons. The Series 1999 Bonds,
including the Registered Coupons, shall not be payable from any general or other fund Of the
City, and the Series 1999 Bonds, including the Registered Coupons, shall not constitute general
obligations of the City2 The Series 1999 Bonds, including the Registered Coupons, shall not
constitute an indebtedness or a debt within the meaning of the Charter or any applicable
constitutional or statutory provision or limitation, nor shall they be considered or held to be
general obligations of the City. The Series 1999 Bonds, including the Registered Coupons, shall
not be payable in whole or in part from ad valorem taxes of the City, and the full faith and credit
of the City is not pledged for the payment of the Series 1999 Bonds, including the Registered
Coupons.
Section 10. Series 1999 Bond and Registered Coupon Forms. The Series 1999 Bonds
shall be in substantially the form hereinafter set forth, with such variations, omissions and
insertions as are permitted or required by this Ordinance:
02-39207.05 1 3
(FORM OF SERIES 1999 BOND)
[FRONT OF SERIES 1999 BOND]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE CITY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE& CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO, HAS AN INTEREST HEREIN. '
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL
BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO 'A
SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF PITKIN
CITY OF ASPEN
SALES TAX REVENUE BOND
SERIES 1999
NO. R-
Interest Rate Maturity Date Original Issue Date CUSIP
% November 1, .__ August 1, 1999
PRINCIPAL SUM: DOLLARS
REGISTERED OWNER:
The CITY OF ASPEN, in the County of Pitkin and State of Colorado (the "City"), for
value received, hereby promises to pay to the order of the Registered Owner named above, or
registered assigns, solely from the special funds as hereinafter set forth, on the Maturity Date
stated above, the Principal Sum stated above, with interest thereon from the Original Issue Date
stated above or such later date as to which interest has been paid at the Interest Rate per annum
stated above, payable semiannually on the 1 st day of May and the 1 st day of November of each
year, commencing May 1, 2000, the principal of and premium, if any, on this bond being payable
02-39207.05 14
upon the surrender of this bond at the principal operations office of Norwest Bank Colorado,
National Association, presently located at Norwest Bank Minnesota, National Association in
Minneapolis, Minnesota, as Paying Agent, or its successor (the "Paying Agent"), and the interest
hereon to be paid to such person as is the Registered Owner hereof as of the close of business at
the principal corporate aust office of the Paying Agent on the Regular Record Date by check or
draft of the Paying Agent mailed to said Registered Owner. The Regular Record Date is the
fifteenth day of the calendar month (whether or not a business day) preceding any interest
payment date. Any such interest not so timely paid or duly provided for shall cease to be
payable to the person who is the Registered Owner hereof at the close of business on the Regular
Record Date and shall be payable to the person who is the Registered Owner hereof at the close
of business on a Special Record Date for the payment of any 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 registered
owners of the Series 1999 Bonds not less than 10 days prior to the Special Record Date. All
payments of princ~pai of, premium, if any, and interest on this bond shall be made in lawful
money of the United States of America.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This bond shall not be entitled to any benefit under the Ordinance, or become valid or
obligatory for any purpose, until the Paying Agent shall have s~gned the certificate of
authentication hereon.
02-39207.05 15
IN WITNESS WHEREOF, the City of Aspen, Colorado, has caused this bond to be
signed with the manual or facsimile signature of its Mayor, sealed with the impression of its seal
or a facsimile thereof, and attested with the manual or facsimile signature of its City Clerk.
[SEAL] CITY OF ASPEN, COLORADO
By
Attest: Mayor
By
City Clerk
(FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION)
Date of Authentication:
This is one of the Series 1999 Bonds described in the Ordinance described herein,
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION, as Paying Agent
By (Manual Si~namre~
Authorized Officer
(End of Form of Paying Agent's Certificate of Authentication)
02-39207.05 16
[BACK OF SERIES 1999 BOND]
This bond is one of a duly authorized series of Series 1999 Bonds designated "City of
Aspen, Colorado, Sales Tax Revenue Bonds, Series 1999" (the "Series 1999 Bonds"), limited in
aggregate principal amount to. $13,890,000, issued under and pursuant to the Constitution and
laws of the State of Colorado, and the home rule char~er o£the City, and pursuant to an ordinance
duly adopted by the City Council of the City prior to the issuance hereof (the "Ordinance"). The
Series 1999 Bonds are issued for the purpose of constructing and improving o£ City recreational
and park facilities (the "Project"), funding a reserve fwnd and paying costs of issuing the Series
1999 Bonds.
Simultaneously with the issuance of the Series 1999 Bonds, the City is also issuing
separate, detailed registered coupons evidencing additional interest on the Series 1999 Bonds
(the "Registered Coupons"). The interest rate stated above is the interest designated as "A' on
the Series 1999 Bonds. Registered owners of the Series 1999 Bonds will receive only the
principal of and interest designated in the Ordinance as "A' on the Series 1999 Bonds.
Registered owners of the Registered Coupons will receive only interest designated in the
Ordinance as "B" on the Series 1999 Bonds.
The Ordinance provides that upon the terms and conditions set forth therein, the City may
issue or incur obligations other than pursuant to the Ordinance which are payable or secured by
the Pledged Revenues (as defined herein) on a parity with the Series 1999 Bonds. In addition,
under certain circumstances set forth in the Ordinance, the City may also issue subordinate bonds
payable from Pledged Revenues having a lien thereon which is subordinate and junior to the lien
on the Pledged Revenues securing the Series 1999 Bonds. "Pledged Revenues" means, for each
fiscal year, all of the proceeds of the Open Space Sales Tax (as defined below) after deduction of
the reasonable and necessary costs and expenses of collecting and enforcing said Open Space
Sales Tax, if any. "Open Space Sales Tax" means the 1% sales tax established by the City,
imposed on all sales of tangible personal property at retail and the furnishing of services, all as
provided in the 1970 Sales Tax Ordinance of the City (as defined in the Ordinance).
The Series 1999 Bonds are special, limited revenue obligations of the City payable solely
out of and secured by an irrevocable assignment and pledge (but not an exclusive assignment and
pledge) of the Pledged Revenues. The Pledged Revenues may also secure parity and subordinate
bonds hereafter issued as noted above. This bond shall not constitute an indebtedness or a debt
within the meaning of the Charter or any applicable constitutional or statutory provision or
limitation, nor shall it be considered or held to be a general obligation of the City. This bond is
not payable in whole or in part from ad valorem taxes of the City, and the full faith and credit of
the City is not pledged to pay the principal of or interest on this bond.
Payment of the principal of, premium, if any, and interest on this bond shall be made
solely from, and as security for such paymem there are irrevocably (but not necessarily
exclusively) pledged, pursuant to the Ordinance, moneys deposited and to be deposited in a
special fund of the City (the "Bond Fund") into which fund the City has covenanted under the
Ordinance to pay from the Pledged Revenues, a sum sufficient to pay when due the princlpai of,
premium, if any, and interest on the Series 1999 Bonds, including the Registered Coupons. The
Series 1999 Bonds, including the Registered Coupons, are additionally secured by funds from
02-39207.05 17
time to time on deposit in a special fund created under the Ordinance (the "Reserve Fund"). As
more fully set forth in the Ordinance, the amounts on deposit in the Reserve Fund are to be used
to pay the principal of, premium, if any, and interest on the Series 1999 Bonds whenever
mounts on deposit in the Bond Fund shall be insufficient for such purpose. Except as otherwise
specified in the Ordinance, this bond is entitled to the benefits of the Ordinance equally and
ratably as to principal, premium, if any, and interest with all other Series 1999 Bonds, including
the Registered Coupons, issued and to be issued under the Ordinance, to which reference is made
for a description of the rights of the registered owners of the Series 1999 Bonds, including the
Registered Coupons, and the rights and obligations of the City.
The Series 1999 Bonds are issuable solely in the form of fully registered bonds, without
coupons, in the denomination of $5,D00 or any integral multiple thereof. This bond may be
transferred or exchanged at the principal corporate trust office of the Paying Agent in Denver,
Colorado, but only in the manner, subject to the limitations and upon payment of the charges
provided in the Ordinance (.including any tax or governmental charge required to be paid with
respect thereto and any cost of printing bonds in connection therewith), and upon surrender and
cancellation of this bond. Upon surrender for any transfer, duly endorsed for transfer or
accompanied by an assignment duly executed by the Registered Owner hereof or his or her
attorneys duly authorized in writing, a new registered Series 1999 Bond or Series 1999 Bonds of
the same maturity and interest rate and of authorized denomination or denominations ($5,000
and integral multiples thereof) for the same aggregate pnncipal amount will be issued to the
transferee in exchange therefor. In addition, this bond may be exchanged for a like aggregate
principal amount of Series 1999 Bonds of other authorized denominations of the same maturity
and interest rate. The City and the Paying Agent may deem and treat the Registered Owner
hereof as the absolute owner hereof (whether or not payment on this bond shall be overdue) for
the purpose of receiving payment of or on account of principal hereof, premium, if any, and
interest due hereon and for all other purposes, and neither the City nor the Paying Agent shall be
affected by any notice to the contrary.
Notwithstanding the foregoing, so long as the ownership of the Series 1999 Bonds is
maintained in book-entry form by The Depository Trust Company (the "Securities Depository")
or a nominee thereof, this bond may be transferred in whole but not in part only to the Securities
Depository or a nominee thereof or to a successor Securities Depository or its nominee.
The Series 1999 Bonds maturing on or before November 1, 2009 are not subject to
redemption prior to maturity. The Series 1999 Bonds maturing on and after November 1, 2010
are subject to prior redemption at the option of the City, in whole, or in part, in integral multiples
of $5,000 from such maturity or maturities selected by the City and by lot within a maturity as
the Paying Agent shall determine (giving proportionate weight to Series 1999 Bonds in
denominations larger than $5,000), on November 1, 2009 or on any date thereafter, at a
redemption price equal to the principal amount of each bond or portion thereof so redeemed, plus
accrued interest to the redemption date.
The Series 1999 Bonds maturing on November 1, 2015 are subject to mandatory sinking
fund redemption commencing on November 1, 2012 and each November 1 thereafter through
November 1, 2014 in the amounts and in such manner as provided in the Ordinance.
02-39207.05
The Series 1999 Bonds maturing on November 1, 2019 are subject to mandatory sinking
fund redemption commencing on November 1, 2016 and each November 1 thereafter through
November 1, 2018 in the mounts and in such manner as provided in the Ordinance.
In the case of a Series 1999 Bond of a denomination larger than the $5,000, a portion of
such Series 1999 Bond ($5,000 or integral multiples thereof) may be redeemed, in which case
the Registrar shall, without charge to the registered owner of such Series 1999 Bond,
authenticate and issue a replacement Series 1999 Bond or Series 1999 Bonds for the unredeemed
portion thereof. Redemption shall be made upon not more than 45 and not less than 30 days
prior mailed notice to each registered owner as shown on the registration records kept by the
Paying Agent in the manner and upon the conditions provided in the Ordinance.
This bond and all other Series 1999 Bonds of the series 0f which it forms a part are issued
pursuant to and in full compliance with the Constitution and laws of the State of Colorado, and
the home rule charter of the City, and pursuant to the Ordinance which has been duly adopted by
the City. THE SERIES 1999 BONDS SHALL BE SPECIAL, LIMITED REVENUE
OBLIGATIONS OF THE CITY. THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THE SERIES 1999 BONDS SHALL BE PAYABLE SOLELY OUT OF THE
PLEDGED REVENUES AND AS OTHERWISE PROVIDED IN THE ORDINANCE.
NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO THE SECURITIES DEPOSITORY'S
PARTICIPANTS OR INDIRECT PARTICIPANTS, OR THE PERSONS FOR WHOM THEY
ACT AS NOMINEES, WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF
NOTICE FOR THE SECURITIES DEPOSITORY'S PARTICIPANTS, THE INDIRECT
PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 1999 BONDS.
No recourse shall be had for the payment of the principal of, premium, if any, or interest
on any of the Series 1999 Bonds or for any claim based thereon or upon any obligation, covenant
or agreement set forth in the Ordinance, against any past, present or future councilmember,
officer, employee or agent of the City, or through the City, or any successor thereof, under any
role of law or equity, statute or constitution or by the enforcement of any assessment or penalty
or otherwise, and all such liability of any such councilmember, officer, employee or agent as
such is hereby expressly waived and released as a condition of and in consideration for the
adoption of the Ordinance and the execution, issuance and delivery of any of the Series 1999
Bonds.
The Ordinance permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the
registered owners of the Series 1999 Bonds at any time by the City with the consent of the
registered owners of 66-2/3°A in aggregate principal amount of the Series 1999 Bonds at the time
outstanding. Any such consent or waiver by the Registered Owner of this bond shall be
conclusive and binding upon such owner and upon all future Registered Owners of this bond and
of any Series 1999 Bond issued in replacement thereof whether or not notation of such consent
or waiver is made upon this bond.
02-39207.05 1 9
It is hereby certified, recited and declared that all acts and conditions requ'tred to be
performed precedent to and in the adoption of'the Ordinance, and the issuance of this bond, have
been performed in due time, form and manner as required by law and that the issuance of this
bond and the series of which it forms a part does not exceed or violate any constitutional,
statutory or home rule charter limitation or requirement applicable hereto.
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Tax Identification or Social Security No.) this bond of the City of
Aspen, Colorado and does hereby irrevocably constitute and appoint ,
Attorney, to transfer this bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within bond in every
particular, without alteration or enlargement
or any change whatever.
[FORM OF LEGAL OPINION CERTIFICATE FOR THE SERIES 1999 BONDS]
STATE OF COLORADO )
COUNTY OF PITKIN ) ss. LEGAL OPINION CERTIFICATE
CITY OF ASPEN
I, the undersigned City Clerk of the City of Aspen, in the State of Colorado, do hereby
certify that the following approving opinion of Kutak Rock, Denver, Colorado to wit:
(Attorneys' approving opinion to be inserted in submargins, incinding complimentary
dosing and "/s/Kutak Rock")
is a true, perfect and complete copy of a manually executed and dated copy thereof on file in the
records of the City in my office; that a manually executed and dated copy of the opinion was
forwarded to Bigelow & Company, Denver, Colorado for retention in its records; and that the
opinion was dated and issued as of the date of the delivery of and payment for the bonds of the
series of which this bond is one.
~07.05 20
IN WITNESS WHEREOF, I have caused to be hereunto affixed the facsimile of my
official signature, all as of August 1, 1999.
By (Manual or Facsimile Signature)
City Clerk
[END OF FORM OF SERIES 1999 BOND]
The Registered Coupons shall be in substantially the form hereinafter set forth, with such
variations, omissions and insertions as are permitted or required by this Ordinance:
[FORM OF REGISTERED COUPON]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE CITY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCItANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE& CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS VOIONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL
CERTIFICATE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR
TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF COLORADO
No. RC-__ $[ ]
COUNTY OF PITKIN
CITY OF ASPEN
REGISTERED "B' INTEREST COUPON
Amount Of
"B" Interest "B" Interest Due On "B"
Payment Date Interest Payment Date CUSIP
02-39207,05 21
November 1, $[ ]
REGISTERED OWNER: Cede & Co.
Tax Identification Number 13 -2555119
The CITY OF ASPEN, in the County of Pitkin and State of Colorado (the "City"), for
value received, hereby promises to pay to the registered owner named above, or registered
assigns, on the payment date set forth above, the amount set forth above, which amount
represents a proportional interest in the total amount of supplemental interest designated "B" to
be paid on the outstanding principal amount of the City's Sales Tax Revenue Bonds, Series
1999, dated August 1, 1999, issued in the aggregate principal amount of $13,890,000 (the
"Series 1999 Bonds").
The Series 1999 Bonds and the "B" interest on the Series 1999 Bonds evidenced bY this
registered coupon have been authorized by an ordinance of the City passed and adopted by the
City Council of the City prior to the issuance hereof (the "Ordinance"). The Ordinance may be
amended or supplemented from time-to-time with or without the consent of the registered
owners of the registered "B" interest coupons (the "Registered Coupons") as provided in the
Ordinance. The Series 1999 Bonds mature, bear interest, and are subject to redemption, all as
specifically set forth in the Ordinance, and the provision~ of the Ordinance are hereby
incorporated herein by reference. The "B" interest is calculated at the rate and in the manner set
forth in the Ordinance.
The amount of "B" interest payable hereunder is payable in lawful money of the United
States of America to the Registered Owner hereof upon presentation and surrender of this
registered coupon at the principal operation office of Norwest Bank Colgrado, National
Association, as Paying Agent (the "Paying Agent"), presently located at Norwest Bank
Minnesota, National Association in Minneapolis, Minnesota, or at such other location as the
Paying Agent may direct. If the date for making payment or performing any action regarding
this registered coupon is on a day that is not a Business Day (as defined in Ordinance) such
payment shall be made or act performed on the next succeeding day that is a Business Day with
the same effect as if made on the day on which it was originally scheduled to be made.
The Ordinance provides that upon the terms and conditions set forth therein, the City may
issue or incur obligations other than pursuant to the Ordinance which are payable or secured by
the Pledged Revenues (as defined herein) on a parity with the Series 1999 Bonds, including the
Registered Coupons. In addition, under certain circumstances set forth in the Ordinance, the
City may also issue subordinate bonds payable from Pledged Revenues having a lien thereon
which is subordinate and junior to the lien on the Pledged Revenues securing the Series 1999
Bonds, including the Registered Coupons. "Pledged Revenues" means, for each fiscal year, all
of the proceeds of the Open Space Sales Tax (as defined below) after deduction of the reasonable
and necessary costs and expenses of collecting and enforcing said Open Space Sales Tax, if any.
"Open Space Sales Tax" means the 1% sales tax established by the City, imposed on all sales of
tangible personal property at retail and the furnishing of services, all as provided in the 1970
Sales Tax Ordinance of the City (as defined in the Ordinance).
02-39207.05 22
The Series 1999 Bonds, including the Registered Coupons, are special, limited revenue
obligations of the City payable solely out of and secured by an irrevocable assignment and
pledge (but not an exclusive assignment and pledge) of the Pledged Revenues. The Pledged
Revenues may also secure parity and subordinate bonds hereafter issued as noted above. This
registered coupon shall not constitute an indebtedness or a debt within the meaning of the
Charter or any applicable constitutional or statutory provision or limitation, nor shall it be
considered or held to be a general obligation of the City. This registered coupon is not payable
in whole or in part from ad valorem taxes of the City, and the full faith and credit of the City is
not pledged to pay the principal of or interest on this registered coupon.
Payment of the principal of, premium, if any, and interest on this registered coupon shall
be made solely from, and as security for such payment there are irrevocably (but not necessarily
exclusively) pledged, pursuant m the Ordinance, moneys deposited and to be deposited in a
special fund of the City (the "Bond Fund") into which fund the City has covenanted under the
Ordinance to pay from the Pledged Revenues, a sum sufficient to pay when due the principal of,
premium, if any, and interest on the Series 1999 Bonds, including the Registered Coupons. The
Series 1999 Bonds, including the Registered Coupons, are additionally secured by funds from
time to time on deposit in a special fund created under the Ordinance (the "Reserve Fund"). As
more fully set forth in the Ordinance, the amounts on deposit in the Reserve Fund are to be used
to pay the principal of, premium, if any, and interest on the Series 1999 Bonds, including the
Registered Coupons, whenever amounts on deposit in the Bond Fund shall be insufficient for
such purpose. Except as otherwise specified in the Ordinance, this bond is entitled to the
benefits of the Ordinance equally and ratably as to principal, premium, if any, and interest with
all other Series 1999 Bonds, including the Registered Coupons, issued and to be issued under the
Ordinance, to which reference is made for a description of the rights of the registered owners of
the Series 1999 Bonds, including the Registered Coupons, and the rights and obligations of the
City.
This registered coupon may be transferred, exchanged, and reissued at the principal
operations office of Paying Agem, all in accordance with the Ordinance.
This registered coupon and all other Registered Coupons are issued pursuant m and in
full compliance with the Constitution and laws of the State of Colorado, and the home nde
charter of the City, and pursuant to the Ordinance which has been duly adopted by the City.
THE REGISTERED COUPONS SHALL BE SPECIAL, LIMITED REVENUE
OBLIGATIONS OF THE CITY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THE SERIES 1999 BONDS, INCLUDING THE REGISTERED COUPONS,
SHALL BE PAYABLE SOLELY OUT OF THE PLEDGED REVENUES AND AS
OTHERWISE PROVIDED IN THE ORDINANCE.
NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO THE SECURITIES DEPOSITORY'S
PARTICIPANTS OR INDIRECT PARTICIPANTS, OR THE PERSONS FOR WHOM THEY
ACT AS NOMINEES, WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF
NOTICE FOR THE SECURITIES DEPOSITORY'S PARTICIPANTS, THE INDIRECT
PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE REGISTERED COUPONS.
02-39207.05 23
Notwithstanding the foregoing, so long as the ownership of the Registered Coupons is
maintained in book-entry form by The Depository Trust Company (the "Securities Depository")
or a nominee thereof, this registered coupon may be transferred in whole but not in part only to
the Securities Depository or a nominee thereof or to a successor Securities Depository or its
nominee.
This registered coupon shall not be entitled to any benefit under the Ordinance, or
become valid or obligatory for any purpose, until the Paying Agent shall have signed the
certificate of authentication hereon. THE ORDINANCE CONSTITUTES THE CONTRACT
BETWEEN THE REGISTERED OWNER OF THIS REGISTERED COUPON AND THE
CITY. THIS REGISTERED COUPON IS ONLY EVIDENCE OF SUCH CONTRACT AND,
AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE ORDINANCE,
WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS REGISTERED
COUPON.
IN WITNESS WHEREOF, the City has caused this registered coupon to be executed
with the signature of its Mayor and attested by the signature of its City Clerk, and has caused the
seal of the City to be impressed or imprinted hereon, all as of the date specified above.
[SEAL] CITY OF ASPEN, COLORADO
By
Mayor
Attest:
By
City Clerk
02-39207.05 24
CERTIFICATE OF AUTHENTICATION
This is one of the Registered Coupons described in the within-mentioned Ordinance.
Dated: NORWEST BANK COLORADO, NATIONAL
ASSOCIATION
as Paying Agent
By
Authorized Signatory
02-39207.05 25
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of Transferee)
(Tax Identification or Social Security No. )
the within registered coupon and all rights thereunder, and hereby irrevocably constitutes and
appoints attorney to transfer the within registered
coupon on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignmem must
correspond with the name as it appears upon the
face of the within registered coupon in every
particular, without alteration or enlargement or any
change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a
national bank or trust company or by
a brokerage firm having a
membership in one of the major
stock exchanges.
TRANSFER FEE MAY BE REQUIRED
[End of Form of Registered Coupon]
02-39207.05 26
Section 11. Delivery of Series 1999 Bonds and the Registered Coupons. When the
Series 1999 Bonds and the Registered Coupons shall have been duly executed, and payment
therefor duly received, the City shall deliver them pursuant to Section 8 hereof.
Section 12. Disposition of Series 1999 Bond and Registered Coupon Proceeds. Upon
the issuance, sale and delivery of the Series 1999 Bonds, accrued interest on the Series 1999
Bonds from August 1, 1999 to the date of delivery and payment of the Series 1999 Bonds shail
be deposited into the Bond Fund. Of the remaining net proceeds of the sale of the Series 1999
Bonds and the Registered Coupons, an mount equal to $1,183,538 shall be deposited to the
Reserve Fund, an amount equal to $12,706,463 shall be used to finance the Project, and the
rema'ming proceeds shall be applied to payment of costs of issuance of the Series 1999 Bonds
and the Registered Coupons.
Section 13. Creation of Funds. There is hereby created by the City the following funds
and accounts:
(a) the Bond Fund, designated as the "City of Aspen, Colorado, Sales Tax
Revenue Bonds, Series 1999, Bond Fund";
(b) the Reserve Fund, designated as the "City of Aspen, Colorado, Sales Tax
Revenue Bonds, Series 1999, Reserve Fund";
(c) the Revenue Fund, designated as the "City of Aspen, Colorado, Sales Tax
Revenue Bonds, Series 1999, Revenue Fund";
(d) the Rebate Fund, designated as the "City of Aspen, Colorado, Sales Tax
Revenue Bonds, Series 1999, Rebate Fund."
Section 14. Underwriter Not Responsible. The Underwriter, any associate thereof, and
any subsequent Registered Owner of any Series 1999 Bond or any Registered Coupon shall not
be responsible for the application or disposal by the City, or by any agent or employee of the
City, of the proceeds derived from the sale of the Series 1999 Bonds, the Registered Coupons or
of any other moneys herein designated.
Section 15. Application of Pledged Revenues. So long as any of the Series 1999
Bonds, including the Registered Coupons, shall remain outstanding, all Pledged Revenues, as
they are received, shall be transferred from any other funds or accounts to which they are
required to be deposited by the 1970 Sales Tax Ordinance or otherwise, and shall thereupon be
deposited into the Revenue Fund, and the Pledged Revenues are hereby appropriated for such
purpose. Moneys on deposit in the Revenue Fund shall be transferred from the Revenue Fund
and applied to the following purposes and in the following order of priority:
(a) FIRST, there shall be credited to the Bond Fund an amount necessary,
together with any moneyi therein and available therefor, to pay the next due installment
of principal of, premium, if any, and interest on the Series 1999 Bonds, including the
Registered Coupons;
02-39207.05 27
(b) SECOND, there shall be credited to the Reserve Fund an amount, if any,
necessary, to increase the amount on deposit in the Reserve Fund to the Reserve Fund
Requirement or to repay the provider of a surety bond for a drawing thereon. No
payment need be made into the Reserve Fund so long as the moneys therein shall equal
not less than the Reserve Fund Requirement. The Reserve Fund Reqmremem shall be
accumulated and maintained in the Reserve Fund as a continuing reserve to be used,
except as hereinafter provided, only to prevent deficiencies in the payment of the
principal of, premium, if any, and interest on the Series 1999 Bonds, including the
Registered Coupons, resulting from the failure to deposit into the Bond Fund sufficient
funds to pay the same as they accrue.
No payment need be made into either the Bond Fund or Reserve Fund if the amounts in
the Bond Fund and Reserve Fund total a sum at least equal to the entire amount of the
outstanding Series 1999 Bonds, including the Registered Coupons, as to any principal, premium,
if any, and interest requirements, to their respective maturities, or to any redemption date on
which the City shall have exercised its option to redeem the Series 1999 Bonds then outstanding
and thereafter maturing, and both accrued and nor accrued, in which case moneys in the two
funds in an amount at least equal to such principal, premium, if any, and interest requirements
shall be used solely to pay such as the same accrue, and any moneys in excess thereof in the two
funds may, subject to any limitations in the 1970 Sales Tax Ordinance, be used in any lawful
manner by the City.
If in any period the City shall for any reason fail to pay into the Bond Fund the full
amount supuiated above, then an amount shall be immediately paid into the Bond Fund from the
Reserve Fund equal to the difference between that paid from the Reserve Fund and the full
amount so stipulated. The money so used shall be replaced in the Reserve Fund from the first
Pledged Revenues thereafter received not required to be otherwise applied by this Section, but
excluding any payments required for any subordinate obligations. In the event other obligations
are outstanding the lien to secure the payment of which on the Pledged Revenues is on a parity
with the lien thereon of the Series 1999 Bonds, including the Registered Coupons, and the
proceedings authorizing the issuance of those obligations require the replacement of moneys in a
reserve fund therefor, then the moneys replaced in the Reserve Fund and in each such other fund
shall be replaced on a pro rata basis as moneys become available therefor. If in any period the
City shall for any reason fail to pay into the Reserve Fund 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 therein from the first Pledged Revenues thereafter received not required to be
applied otherwise by this Section, but excluding any payments required for any subordinate
obligations. The moneys in the Bond Fund and in the Reserve Fund shall be used solely for the
purpose of paying the principal of, premium, if any, and interest on the Series 1999 Bonds,
including the Registered Coupons; provided, however, that any moneys at any time in excess of
the Reserve Fund Requirement in the Reserve Fund may be withdrawn therefrom and, subject to
any limitation in the 1970 Sales Tax Ordinance, used in any lawful manner by the City. The City
shall forward to the Paying Agent prior to each principal or interest payment on the Series 1999
Bonds, including the Registered Coupons, in immediately available funds, amounts sufficient to
pay debt service on the Series 1999 Bonds, including the Registered Coupons, on each such
date.
02-39207.05 28
The City may substitute the cash or Permitted Investments in the Reserve Fund for a
surety bond issued by an entity rated at least "A" by Standard & Poor's Ratings Services, so long
as the mount on deposit in the Reserve Fund after such substitution is at least equal to the
Reserve Fund Requirement. In the event the City shall substitute a surety bond for the cash or
Permitted Investments in the Reserve Fund, the amount on deposit in the Reserve Fund shall be
that amount available to be drawn or otherwise paid pursuant to such surety bond at the time of
calculation. If the Reserve Fund shall include both cash or Permitted Investments and a surety
bond, the cash and Permitted Investments shall be used before any demand is made on the surety
bond. Notwithstanding the foregoing, prior to such substitution, the City must receive an
opinion of nationally recognized municipal bond counsel to the effect that such substitution and
the intended use by the City of the cash or Permitted Investments to be released from the Reserve
Fund will not adversely affect the exclusion from gross income for federal income tax purposes
of interest on the Series 1999 Bonds, including the Registered Coupons.
Concurrently with (in the case of parity lien obligations) or subsequently to (in the case
of subordinate lien obligations) the payments required by paragraphs (a) and (b) of this Section,
any remaining amounts in the Revenue Fund shall be used by the City for the payment of
principal of, premium, if any, and interest on any additional obligations hereafter authorized to
be issued and payable from the Pledged Revenues, including reasonable reserves therefor, as the
same accrue.
After making the payments required to be made by this Section, any remaining amounts
in the Revenue Fund may, subject to any limitations in the 1970 Sales Tax Ordinance, be used in
any lawful manner by the City.
Section 16. General Administration of Funds. The funds and accounts established
pursuant to this Ordinance, with the exception of the Rebate Fund, shall be administered as
follows, subject to the limitations stated in the first paragraph of Section 18 of this Ordinance:
(a) Investment of Money. Any moneys in any such fund and account may be
invested in Permitted Investments. The obligations in which moneys in each fund or
account are invested shall be deemed m all times to be part of the respective fund or
account, and any appreciation or loss resulting therefrom shall be recorded to such fund
or account. Interest accruing on the investment of any moneys in the Reserve Fund shall
be deposited as received into the Revenue Fund, and interest accruing on the investment
of any moneys in any other such fund or account shall be credited to the fund or account
from which it is derived. The City Finance Director shall present for redemption or sale
in the prevailing market any obligations so purchased as an investment of moneys in the
fund or account whenever il shall be necessary to do so in order to provide moneys to
meet any payment or transfer from said fund or account.
(b) Deposits of Funds. The moneys and investments comprising each of such
funds and accounts shall be deposited in one or more banks or savings and loans
associations, each of which is a member of the Federal Deposit Insurance Corporation.
Each payment shall be made into and credited to the proper fund or account on the date
specified, but if such date shall be other than a Business Day, such payment shall be
made on the next preceding Business Day. Nothing herein shall prevent the
02-39207.05 29
establishment of one or more such bank accounts, for all of such funds and accounts, or
shall prevem the combination of such funds and accounts with any other bank account or
accounts for other accounts of the City.
Section 17. Rebate Fund; Deposits and Disbursements. The Rebate Fund shall be
expended in accordance with the provisions hereof and the Investment Instructions. The City
shall make deposits and disbursements from the Rebate Fund in accordance with the Investment
instructions, shall invest the Rebate Fund pursuant m said Investment Instructions and shall
deposit income from said investments immediately upon receipt thereof in the Rebate Fund, all
as set forth in the Investment Instructions. The City shall make the calculations, deposits,
disbursements and investments as may be required by the immediately preceding sentence, or, to
the extent it deems necessary in order to ensure the tax-exempt status of inter,st on the Series
1999 Bonds, including the Registered Coupons, shall employ at its expense a person or firm with
recognized expertise in the area of rebate calculation m make such calculations. The Investment
instructions may be superseded or amended by new Investment Instructions drafted by, and
accompanied by an opimon of, nationally recognized bond counsel addressed to the City to the
effect that the use of said new Investment Instructions will not cause the interest on the Series
1999 Bonds, including the Registered Coupons, to become includable in gross income for
purposes of federal income taxation.
The City shall make the rebate deposit described in the Investment Instructions. Any
required deposits to the Rebate Fund shall be made first from the Pledged Revenues and then
from any other lawfully available funds of the City. Records of the determinations required by
this Section and the Investment Instructions shall be retained by the City until six years after the
final retirement of the Series 1999 Bonds.
Not later than 60 days after the end of the fifth Bond Year (i.e., the year ending
October 31, 2003 and every five years thereafter), the City shall pay to the United States of
America 90% of the amount required to be on deposit in the Rebate Fund as of such payment
date. Not later than 60 days after the final retirement of the Series 1999 Bonds, the City shall
pay to the United States of America 100% of the balance remaining in the Rebate Fund. Each
payment required m be paid to the United States of America pursuant to this Section shall be
filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255. Each
payment shall be accompanied by an Internal Revenue Form S038-T, and, if necessary, a
statement summarizing the determination of ~he amount to be paid to the United States of
America.
Section 18. Covenants Concerning Compliance With the C~de. The City covenants
that it shall not use or permit the use of any proceeds of the Series 1999 Bonds, the Registered
Coupons, or any other funds of the City from whatever source derived, directly or indirectly, to
acquire any securities or obligations and shall not take or permit to be taken any other action or
actions, which would cause any of the Series 1999 Bonds or the Registered Coupons to be an
"arbitrage bond" within the meaning of Section 148 of the Code, or would otherwise cause the
interest on the Series 1999 Bonds, including the Registered Coupons, to be includable in gross
income for federal income tax proposes. The City covenants that it shall at all times do and
perform all acts and things permitted by law and which are necessary or desirable in order to
assure that interest paid by the City on the Series 1999 Bonds, including the Registered Coupons,
02-39207.05 30
shall, for purposes of federal income taxation, not be includable in gross income under the Code
or any other valid provision of law.
In particular, but without limitation, the City further represents, warrants and covenants
to comply with the following restrictions of the Code, unless it receives an opinion of nationally
recognized bond counsel stating that such compliance is not necessary:
(a) Gross proceeds of the Series 1999 Bonds, including the Registered
Coupons, will not be used in a manner which will cause the Series 1999 Bonds or the
Registered Coupons to be considered "private activity bonds" within the meaning of the
Code.
(b) The Series 1999 Bonds, including the Registered Coupons, are not and
shall not become directly or indirectly "federally guaranteed."
(c) The City shall timely file Internal Revenue Form 8038-G which shall
contain the information required to be filed pursuant to Section 149(e) of the Code.
(d) The City shall comply with the Investment Instructions delivered to it on
the date of issue of the Series 1999 Bonds with respect to the application and investment
of Series 1999 Bond proceeds, subject to Section 17 hereof.
Section 19. First Lien on Pledged Revenues. The Series 1999 Bonds, including the
Registered Coupons, are secured by a pledge of, and constitute an irrevocable and first lien (but
not an exclusive first lien) on, the Pledged Revenues.
Section 20. Equality of Series 1999 Bonds and the Registered Coupons. The Series
1999 Bonds, i~cluding the Registered Coupons, shall be equally and ratably secured by the
Pledged Revenues and shall not be entitled to any priority one over the other in the application of
the Pledged Revenues.
Section21. Additional Obligations. So long as the Series 1999 Bonds may be
outstanding:
(a) Limitations Upon Issuance of Parity Obligations. Nothing in this
Ordinance shall be construed to prevent the issuance by the City of additional obligations
(including refunding obligations) payable in whole or in pan from the Pledged Revenues
(or any designated part thereof) and constituting a lien thereon on a parity with, but not
prior or superior to, the lien of the Series 1999 Bonds, including the Registered Coupons;
provided, however, that before any such additional parity obligations are authorized or
actually issued:
(i) The City is then current in all payments required to have been
accumulated in the Bond Fund and Reserve Fund, and there is not otherwise an
Event of Default as defined in Section 26 hereo£
(ii) The revenues derived from the entire Pledged Revenues for the
twelve consecutive calendar months immediately preceding the month of issuance
02-39207.05 31
of such additional parity obligations shall have been sufficient to pay an mount
equal to 150% of the combined maximum annual principal and interest
requirements (to and including the final maturity of the Series 1999 Bonds) on the
then-outstanding Series 1999 Bonds, including the Registered Coupons, any then-
outstanding parity lien obligations theretofore issued, and the parity lien
obligations then proposed to be issued (including any reserve requirements
therefor).
(iii) The ordinance authorizing such additional parity lien obligations
shall require that a reserve fund for such obligations be created in an amount
equal to the least of (i) 10% of the principal amount of the parity obligations
proposed to be issued, (ii) maximum annual principal and interest requirements of
the parity lien obligations proposed to be issued and (iii) 125% of the average
annual debt service on the parity lien obligations proposed to be issued. The City
may} however, comply with the reserve requirement through a surety bond or
similar instrument.
(b) Certificate of Revenues. A written certification by a certified public
accountant who is not a regular salaried employee of the City that such Pledged Revenues
are sufficient to pay the amounts required by paragraph (a)(ii) of this Section shall be
conclusively presumed to be accurate in determining the right of the City to authorize,
issue, sell and deliver additional obligations on a parity with the Series 1999 Bonds,
including the Registered Coupons.
(c) Subordinate Obligations Permitted Nothing in this Ordinance shall be
construed to prevent the issuance by the City of additional obligations (including
refunding obligations) payable from the Pledged Revenues (or any designated part
thereof) and having a lien thereon subordinate or junior to the lien of the Series 1999
Bonds, including the Registered Coupons.
(d) Superior Obligations Prohibited Nothing in this Ordinance shall be
construed to permit the City to issue additional obligations (including refunding
obligations) payable from the Pledged Revenues (or any designated part thereof) having a
lien thereon prior and superior to the lien of the Series 1999 Bonds, including the
Registered Coupons.
Section 22. Refunding Obligations. The provisions of Section 21 of this Ordinance are
subject to the folloWing exceptions:
(a) Privilege of Issuing Refunding Obligations. If at any time after the
Series 1999 Bonds, or any part thereof, shall have been issued and remain outstanding,
the City shall find it desirable to refund all or any part of the outstanding Series 1999
Bonds, including the Registered Coupons, or other outstanding obligations payable in
whole or in part from the Pledged Revenues, such Series 1999 Bonds, Registered
Coupons or other obligations, or any part thereof, may be refunded (but only with the
consent of the Registered Owner or Registered Owners thereof, unless such Series 1999
02-39207.05 32
Bonds, Registered Coupons or other obligations, at the time of thek required surrender
. for payment, shall then mature, or shall then be subject to redemption prior to maturity).
(b) Limitations Upon .Issuance of Parity Refunding Obligations. No
refunding obligations payable from the Pledged Revenues (or any designated part
thereof) shall be issued on a parity with the Series 1999 Bonds, including the Registered
Coupons, unless:
(i) the lien on such Pledged Revenues of the outstanding obligations
so refunded is on a parity with the lien thereon of the Series 1999 Bonds,
including the Registered Coupons; or
(ii) the refunding obligations are issued in compliance with
Section 21 (a) of this Ordinance.
(c) Partial Refunding of Series 1999 Bonds. Any refunding obligations so
issued to refund any of the Series 1999 Bonds shall enjoy complete equality of lien with
any Series 1999 Bonds, including the Registered Coupons, which are not refunded.
(d) Limitations Upon Refundings. Any refunding obligations payable from
the Pledged Revenues may be issued with such details as the City may by ordinance
provide, but without any impairment of any contractual obligations imposed upon the
City by this Ordinance.
Section 23. Protective Covenants. The City hereby additionally covenants and agrees
with each and every Registered Owner of the Series 1999 Bonds and the Registered Coupons
that:
(a) Use of Series 1999 Bond and Registered Coupon Proceeds. The City
will proceed to finance the Project without delay, as herein provided.
(b) Payment of Series 1999 Bonds and Registered Coupons Herein
Authorized. The City will promptly pay or cause to be paid the principal of, premium, if
any, and interest on the Series 1999 Bonds, including the Registered Coupons, at the
place, on the dates and in the manner provided in this Ordinance, in the Series 1999
Bonds and in the Registered Coupons, according to the tree intent and meaning of this
Ordinance.
(c) No Repeal or Modification of 1970 Sales Tax Ordinance. The City shall
not repeal the 1970 Sales Tax Ordinance or adopt any modification of such ordinance
which would impair the Pledged Revenues derived therefrom.
(d) Duty to Impose Open Space Sales Tax. If the 1970 Sales Tax Ordinance
or any modifying or supplemental instrument thereto not contravening the limitations of
paragraph (c) of this Section, or any part of that ordinance, shall ever be held to be
invalid or unenforceable or shall otherwise be terminated, it shall be the duty of the City,
to the extent possible under the.n existing law, to adopt immediately such ordinances, to
seek such voter approval, if any, as may then be required by law, or to take any other
02-39207.05 33
action necessary to produce at least the same amount of Pledged Revenues as would have
otherwise been produced under the terms of such ordinance.
(e) Impairment of Contract. The City agrees that any law, ordinance or
resolution of the City in any manner affecting the Pledged Revenues or the Series 1999
Bonds, including the Registered Coupons, shall not be repealed or otherwise directly or
indirectly modified in such a manner as m impair any Series 1999 Bonds, including the
Registered Coupons, outstanding, unless in the case of this Ordinance the required
consent of the Registered Owners of the then outstanding Series 1999 Bonds, including
the Registered Coupons, is obtained pursuant to Section 31 of this Ordinance.
(f) Records. So long as any of the Series 1999 Bonds, including the
Registered Coupons, remain outstanding, proper books of record and account will be kept
by the City, separate and apart from all other records and accounts, showing complete
and correct entries of all transactions relating to the Pledged Revenues. 1'he Registered
Owners of any Series 1999 Bonds or Registered Coupons shall have the right at any
reasonable time to inspect such records and accounts.
(g) Audits. The City further agrees that it will, within 120 days following the
close of each fiscal year, cause an audit of such books and accounts to be made by an
independent certified public accountant, showing the revenues and expenditures of the
Pledged Revenues. The City agrees to furnish forthwith a copy of each such audit to the
Registered Owner of any of the Series 1999 Bonds or the Registered Coupons at his
request, and without request to the Underwriter. Any such Registered Owner shall have
the right to discuss with the accountant or person making the audit its contents and to ask
for such additional information as he may reasonably require.
(h) Extending Interest Payments. In order to prevent any accumulation of
claims for interest after maturity, the City will not directly or indirectly extend or assent
to the extension of time for the payment of any claim for interest on any of the Series
1999 Bonds or the Registered Coupons and it will not directly or indirectly be a party to
or approve any such arrangement; and in case the time for payment of any interest shall
be extended, such installment or installments of interest after such extension or
arrangement shall not be entitled in case of default hereunder to the benefit or security of
this Ordinance except subject to the prior payment in full of the principal of all Series
1999 Bonds issued hereunder and then outstanding, and of matured interest on such
Series 1999 Bonds, including the Registered Coupons, the payment of which has not
been extended.
(i) Performing Duties. The City will faithfully and punctually perform all
duties with respect to the Pledged Revenues required by the Charter and the Constitution
and laws of the State of Colorado, and the ordinances and resolutions of the City,
including but not limited to. the proper segregation of the Pledged Revenues and their
application to the respective funds.
C1) Other £iens. There are presently no other liens or encumt~rances of any
nature whatsoever on or against the Pledged Revenues.
02-39207.05 34
(k) City's Existence. The City will maintain its corporate identity and
exismnce so long as any of the Series 1999 Bonds, including the Registered Coupons,
remain outstanding, unless another body corporate and politic by operation of law
succeeds to the duties, privileges, powers, liabilities, disabilities, immunities and rights of
the City and is obligated by law to receive and distribute the Pledged Revenues in place
of the City, without affecting m any substantial degree the privileges and rights of any
Registered Owner of any outstanding Series 1999 Bonds or Registered Coupons.
Section 24. Defeasance. When all Series 1999 Bonds and interest thereon, including the
Registered Coupons, have been duly paid, the pledge and lien and all obligations hereunder shall
thereby be discharged as to such Series 1999 Bonds and Registered Coupons, and such Series
1999 Bonds and Registered Coupons shall no longer be deemed to be outstanding within the
meanmg of this Ordinance. There shall be deemed to be such due payment when the City has
placed in escrow and in trust with a commercial bank located within or without the State of
Colorado and exercising trust powers, an amount sufficient (including the known minimum yield
from Federal Securities in which such amount may be initially invested) to make all payments of
principal of, premium, if any, and interest on such Series 1999 Bonds, including the Registered
Coupons, as the same become due at their final maturities or upon redemption prior to maturity.
The Federal Securities shall become due prior to the respective times on which the proceeds
thereof shall be needed, in accordance with a schedule established and agreed upon between the
City and the bank at the time of the creation of the escrow, or the Federal Securities shall be
subject to the redemption at the option of the holders thereof to assure such availability as so
needed to meet such schedule. "Federal Securities" within the meaning of this Section shall
include only direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America and which are not callable before
maturity by the issuer of such obligations.
Section 25. Delegated Powers. The officers of the City hereby are authorized and
directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance,
including without limitation the printing of the Series 1999 Bonds and the Registered Coupons
and the execution of such certificates as may be required by the Underwriter.
Section 26. Events of Default. If any of the following events occurs, it is hereby
declared to constitute an Event of Default:
(a) default in the due and punctual payment of the principal of, premium, if
any, or interest on any Series 1999 Bond, including the Registered Coupons, or any parity
debt whether at maturity thereof, or upon proceedings for redemption thereof; or
(b) the City is for any reason rendered incapable of fulfilling its obligations
hereunder; or
(c) default in the due and punctual performance of the City's covenants or
conditions, agreements.and provisions as set forth in the Series 1999 Bonds, in the
Registered Coupons or in this Ordinance, other than those delineated in paragraphs (a)
and (b) of this Section, and such default has continued for 60 days after written notice
specifying the default and requiring the same to be remedied has been given to the City
02-39207.05 35
by the Registered Owners of 25% in principal mount of the Series 1999 Bonds then
outstanding; or
(d) the City shall file a petition for bunha~ptcy or shall be declared insolvent
by a court of competent jurisdiction.
Section 27. Remedies for Events of Default. Upon the happening and continuance of
any of the Events of Default as provided in Section 26 of this Ordinance, then and in every case,
the Registered Owner or Registered Owners of not less than 25% in principal amount of the
Series 1999 Bonds then outstanding, including but not limited to, a trustee or trustees therefor,
may proceed against the City and its agents, officers and employees, to protect and enforce the
rights of any Registered Owner of Series 1999 Bonds or the Registered Coupons under this
Ordinance by mandamus or other suit, action or special proceedings in equity or at law, in any
court of competent jurisdiction, either for the specific performance of any covenant or agreement
contained herein or in an award of execution of any power herein granted for the enfomement of
any proper legal or equitable remedy as such Registered Owner or Registered Owners may deem
most effectual to protect and enfome the rights aforesaid, or thereby to enjoin any act or thing
which may be unlawful or in violation of any right of any Registered Owner, or to require the
governing body m act as if it were the trustee of an express trust, or any combination of such
remedies. All such proceedings at law or in equity shall be instituted, had and maintained for the
equal benefit of all Registered Owners of the Series 1999 Bonds and the Registered Coupons
then outstanding. The failure of any such Registered Owner so to proceed shall not relieve the
City or any of its officers, agents or employees of any liability for failure to perform any duty.
Each right or privilege of any such Registered Owner {.or trustee thereof) ~s in addition and
cumulative to any other right or privilege, and the exercise of any right or privilege by or on
behalf of any Registered Owner shall not be deemed a waiver of any other right or privilege
thereof.
Section 28. Duties Upon Default. Upon the happening of any of the Events of Default
as provided in Section 26 of this Ordinance, the City will do and perform all proper acts on
behalf of and for the Registered Owners of the Series 1999 Bonds to protect and preserve the
security created for the payment of their Series 1999 Bonds or Registered Coupons and to insure
the payment of the principal of, premium, if any, and interest on the Series 1999 Bonds,
including the Registered Coupons, promptly as the same become due. All proceeds derived from
the Pledged Revenues, during such period of default and so long as any of the Series 1999
Bonds, as to any principal, premium, if any, and interest, including the Registered Coupons, are
outstanding and unpaid, shall be paid into the Bond Fund, and ratably and equally into similar
funds for parity obligations, if any, heretofore or hereafter issued pursuant to the terms hereof,
and used for the purposes therein provided. In the event the City fails or refuses to proceed as
provided in this Section, the Registered Owner or Registered Owners of not less than 25% in
principal amount of the Series 1999 Bonds then outstanding, after demand in writing, may
proceed to protect and enforce the rights of the Registered Owners as herein provided.
Section 29. Severability Clause If any section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforeeability of such section, paragraph, clause or prowsion shall not affect any of the
remaining provisions of this Ordinance.
02-39207.05 36
Section 30. Repealer Clause. 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 bylaw, order, resolution or ordinance, or part
thereof, heretofore repealed.
Section 31. Amendment. This Ordinance may be amended or supplemented by
ordinance adopted by the Council in accordance with law, without receipt by the City of
additional considerations and without the consem of the Registered Owners, to make any
amendment or supplement to this Ordinance which, in the opimon of nationally recognized bond
counsel, is not to the material prejudice of the Registered Owners. This Ordinance may be
amended or supplemented by ordinance adopted by the Council in accordance with law, without
receipt by the City of any additional consideration, but with the written consent of the Registered
Owners of 66-2/3% of the Series 1999 Bonds outstanding at the time of the adoption of the
amendatory ordinance, exchiding any Series 1999 Bonds held for the account of the City;
provided, however, that no such ordinance, without the consent of the Registered Owners of all
outstanding Series 1999 Bonds and Registered Coupons which will be adversely affected, shall
have the effect of permitting:
(a) an extension of the maturity of any Series 1999 Bond or Registered
Coupon authorized by this Ordinance; or
(b) a reduction in the principal amount of any Series 1999 Bond, the rare of
interest thereon, or the premium payable thereon; or
(c) the creation of a lien upon or pledge of Pledged Revenues ranking prior to
the lien or pledge of Pledged Revenues created by this Ordinance; or
(d) a reduction of the principal amount of Series 1999 Bonds required for
consent to such amendatory or supplemental ordinance; or
(e) the establishment of priorities as between Series 1999 Bonds or Registered
Coupons issued and outstanding under the provisions of this Ordinance; or
(f) the modification of or otherwise affecting the rights of the Registered
Owners of less than all of the Series 1999 Bonds or Registered Coupons then
outstanding.
Section 32. Recordation. A true copy of this Ordinance, as adopted by the governing
body of the City, shall be numbered and recorded, and its adoption and publication shall be
authenticated by the signatures of the Mayor and the City Clerk and by a certification of
publication.
Section 33. Further Action. The officers of the City are authorized and directed to take
all action necessary or appropriate to effectuate the provisions of this Ordinance, including,
without limiting the generality of the foregoing, the printing of the Series 1999 Bonds and the
Registered Coupons, the execution and delivery of an escrow agreement providing for the
defeasance of the City's Sales Tax Refunding Revenue Bonds, Series 1995 and the execution of
such certificates as may be required by the Underwriter relating m, but not limited to, the signing
02-39207.05 37
of the Series 1999 Bonds and the Registered Coupons, the use of the proceeds thereof, the tenure
and identity of the municipal officials, the receipt of the Series 1999 Bonds' and the Registered
Coupons' purchase prices, and the absence of litigation, pending or threatened, if in accordance
with the facts, affecting the validity thereof.
Section 34. Captions. The captions or headings in this Ordinance are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Ordinance.
Section 35. Applicable Provisions of Law. This Ordinance shall be governed by and
construed in accordance with the laws of the State of Colorado.
Section 36. Public Hearing. A public hearing on this Ordinance shall be held on the
26th day of July 1999 at 5:00 p.m. in the Council Chambers, Aspen City Hall, 130 South Galena
Street, Aspen, Colorado.
Section 37. Emergency and Effective Date. Due to fluctuations in municipal bond
prices and interest rates and due to currently favorable interest rates and due to the need to
preserve public property, health, peace and safety, it is hereby declared that, in the opinion of the
Council, an emergency exists, and therefore this Ordinance shall be in full force and effect upon
its passage.
Section 38. Book-Entry System; Limited Obligation of Authority.
(a) Notwithstanding any other proviston hereof, the Series 1999 Bonds and
the Registered Coupons shall be initially issued in the form of a separate single
certificated fully registered bond for each of the maturities set forth in Section 5 hereof.
Upon initial issuance, the ownership of each Series 1999 Bond and the Registered
Coupons shall be registered in the registration records kept by the Paying Agent in the
name of Cede, as nominee of DTC. Except as provided in this Section, all of the
outstanding Series 1999 Bonds and Registered Coupons shall be registered in the
registration records kept by the Paying Agent in the name of Cede, as nominee of DTC.
(b) With respect to Series 1999 Bonds and Registered Coupons registered in
the registration records kept by the Paying Agent in the name of Cede, as nominee of
DTC, the City and the Paying Agent shall have no responsibility or obligation to any
Participant or to any person on behalf of which a Participant holds an interest in the
Series 1999 Bonds and Registered Coupons. Without limiting the immediately preceding
sentence, the City and the Paying Agent shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to
any ownership interest in the Series 1999 Bonds and Registered Coupons, (ii)the
delivery to any Participant or any other person, other than a Registered Owner, as shown
in the registration records kept by the Paying Agent, or any notice with respect to the
Series 1999 Bonds or the Registered Coupons, including any notice of redemption or
(iii) the payment to any Participant or any other person, other than a Registered Owner,
as shown in the registration records kept by the Paying Agent, of any amount with respect
to principal of, premium, if any, or interest on the Series 1999 Bonds, including the
02-39207.0s 38
Registered Coupons. The City and the Paying Agent may treat and consider the person in
whose name each Series 1999 Bond or Registered Coupon is registered in the registration
records kept by the Paying Agent as the absolute owner of such Series 1999 Bond or the
Regislered Coupon for the purpose of payment of principal, premium and interest with
respect to such Series 1999 Bond or such Registered Coupon, for the purpose of giving
notices of redemption and other matters with respect to such Series 1999 Bond or
Registered Coupon, for the purpose of registering transfers with respect to such Series
1999 Bond or Registered Coupon, and for all other purposes whatsoever. The Paying
Agent shall pay all principal of, premium, if any, the interest on the Series 1999 Bonds
and the Registered Coupons only to or upon the order of the respective Registered
Owners, as shown in the registration records kept by the Paying Agent, or their respective
attorneys duly authorized in writing, as provided in Section 5 hereof, and all such
payments shall be valid and effective to fully satisfy and discharge the obligations with
respect to payment of principal of, premium, if any, and interest on the Series 1999
Bonds and the Registered Coupons to the extent of the sum or sums so paid. No person
other than a Registered Owner, as shown in the registration records kept by the Paying
Agent, shall receive a certificated Series 1999 Bond or a certificated Registered Coupon
evidencing the obligation to make payments of principal, premium, if any, and interest
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede, and
subject to the provisions herein with respect to Record Dates, the word "Cede" in this
Ordinance shall refer to such new nominee of DTC.
(c) The Representation Letter, with such changes, omissions, insertions and
revisions as the City shall approve, is hereby authorized and the Mayor or the Mayor
Pro Tem shall execute and deliver such Representation Letter. The approval by the City
of any such changes, omissions, insertions and revisions shall be conclusively established
by the Mayor's or Mayor Pro Tem's execution and delivery of the Representation Letter
which shall not in any way limit the provisions of this Section or ~n any other way impose
upon the City any obligation whatsoever with respect to persons having interests in the
Series 1999 Bonds or the Registered Coupons other than the Registered Owners, as
shown on the registration records kept by the Paying Agent. The Paying Agent shall take
all action necessary for all representations of the City in the Representation Letter with
respect to the paying agems and the bond registrar, respectively, to at all times to be
complied with.
(d) (i) DTC may determine to discontinue providing its services with
respect to the Series 1999 Bonds at any time by giving notice to the City and the
Paying Agent and discharging its responsibilities with respect thereto under
applicable law.
(ii) The City, in its sole discretion and without the consent of any other
person, may terminate the services of DTC with respect to the Series 1999 Bonds
or the Registered Coupons if the City determines that:
(A) DTC is unable to discharge its responsibilities with respect
to the Series 1999 Bonds or the Registered Coupons; or
02~39207.05 39
(B) a continuation of the requirement that all of the outstanding
Series 1999 Bonds and the Registered Coupons be registered in the
registration records kept by the Paying Agent in the name of Cede or any
other nominee of DTC, is not in the best interest of the beneficial owners
of the Series 1999 Bonds and the Registered Coupons.
(iii) Upon the termination of the services of DTC with respect to the
Series 1999 Bonds and the Registered Coupons pursuant to
Subsection 38(d)(ii)(B) hereof, or upon the discontinuance or termination of the
services of DTC with respect to the Series 1999 Bonds and the Registered
Coupons pursuant to subsection38(d)(i) hereof after which no substitute
securities depository willing to undertake the functions of DTC hereunder can be
found which, in the opinion of the Paying Agent, is willing and able to undertake
such functions upon reasonable and customary terms, the Paying Agent is
obligated to deliver Series 1999 Bond and Registered Coupon certificates at the
expense of the beneficial owners of the Series 1999 Bonds and the Kegistered
Coupons, as described in this Ordinance, and the Series 1999 Bonds and the
Registered Coupons shall no longer be restricted to being registered in the
registration records kept by the Paying Agent in the name of Cede as nominee of
DTC, but may be registered in whatever name or names Registered Owners
transferring or exchanging Series 1999 Bonds or Registered Coupons shall
designate, in accordance with the provisions of this Ordinance.
(e) Notwithstanding any other provision of this Ordinance to the contrary, so
long as any Series 1999 Bond or Registered Coupons is registered in the name of Cede,
as nominee of DTC, all paymems with respect to principal of, premium, if any, and
interest on such Series 1999 Bond, including the Registered Coupons, and all notices
with respect to such Series 1999 Bond and Registered Coupons shall be made and given,
respectively, in the masmer provided in the Representation Letter.
02-39207.05 40
INTRODUCED, READ AS AN EMERGENCY MEASURE AND ORDERED
PUBLISHED at its regular meeting on July 12, 1999, as provided by law by the Council.
,[SEAL1 '" By~~ ~, ~
Rache~ E. Richards, Mayor
~tte~t: dp-
Kathryn S. J6/o¢ , 'ty
FINALLY ADOPTED AND APPROVED AS AN EMERGENCY MEASURE AND
ORDERED PUBLISHED at its regular meeting on July 26, 1999 by the Council.
[SEAL1 By
: Rachel ~. Richards, Mayor
Attest:
Kathryn S. K~I~, Cit~ Clerk
02-39207.05 4 1