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HomeMy WebLinkAboutresolution.council.005-81 RESOLUTION NO. ~- COLOI~DO ~HE POWERS O~ T~E CITY O~ ~PEN, COLOI~DO ~O FIN~CE S~RTS ~D ~TIO~ FACILITI~ FOR ~P~ SKII~ CO.OPTION ~D AUTHO~ZING ~E EXECUTION ~ D~IV~Y BY THE CITY OF ASPEN, COLO~O OF A DELEGATION AGREEMENT. WHEREAS, the City of Aspen, Colorado ("Aspen"), is a legally and regularly created, established, organiz~ and exist~g municipal corporation ~der ~e provisions of Article ~ of the Constitution of the State of Colorado and the Charter of ~; and ~ERE~, Aspen is authoriz~ by ~e Co~ty ~d M~ici~lity Development Revenue Bond Act, constituting Article 3 of Title 29, Colorado Revised Statutes 1973, as ~ended (the "Act"), to f~nce one or more projects to promote more ad~te facilities for sports events ~d activities ~d recreatio~l activities available for use by m~bers of the gener~ p~lic either as ~r~ci~ts or as s~cta- tots, upon such conditions as the City Council of Aspen ~y de~ advisable; and ~ERE~, Aspen is further authorized by the Act to issue revenue bonds for the pu~se of defray~g the cost of fin~cing ~y such project; ~d WHEREAS, Aspen is further authorized by the Act ~d by Part 2 of Article 1 of Title 29, Colorado Revi~d Statutes 1973, as ~ended, to delegate to any o~er Colorado ~ty or m~ici~lity by resolution or ordinance its authority un~r the Act to fin~ce proj- ects ~der ~e Act; ~d WHERE., Aspen Skiing Corporation, a ~r~ration org~iz~ and existing under the laws of the State of Delaware and authorized to do business in the State of Colorado (the "C~y"), desires to acquire, construct and install sports a~ recreational facilities ~ -2- Aspen or within eight miles from the nearest point of its city limits and in the Town of Snowmass Village, Colorado ("Snowmass") or within eight miles from the nearest point of its town limits, which sports and recreational facilities (the "Aspen Facilities" and the "Snowmass Facilities," respectively) are more specifically described in the Delegation Agreement attached hereto as Exhibit A (the "Delegation Agreement"); and WHEREAS, Aspen desires to delegate its authority and powers under the Act to Snowmass with respect to the financing of the Aspen Facilities; and WHEREAS, Snowmass has indicated its willingness to accept such delegation and to finance the Aspen Facilities; and WHEREAS, economies of time and expense will result from the financing of the Aspen Facilities and the Snowmass Facilities by one municipality; and WHEREAS, it is necessary to evidence such delegation and the acceptance of such delegation by the Delegation Agreement which will be executed and delivered by Aspen, Snowmass and the Company. NOW, THEREFORE, BE IT RESOLVED BY THE CITY C~3NCIL OF THE CITY OF ASPEN, COLORADO: Section 1. In order to insure the financing of the Aspen Facilities and the Snowmass Facilities at the earliest possible date, with the public benefits which will flow therefrom, it is de~ed nec- essary and advisable that the Delegation Agreement be approved, exe- cuted and delivered by and on behalf of Aspen. Section 2. The form, terms and provisions of the Delegation Agreement be and they hereby are approved and the Mayor and the City Clerk be and they hereby are authorized and directed to execute and deliver the Delegation Agreement for and on behalf of Aspen. -3- cers of Aspen Agreement be confirmed. Section 3. The Mayor and the City Clerk be and they hereby are authorized and directed to take such other steps or actions as may be required to carry out the terms and intent of this resolution and of the Delegation Agreement. Section 4. Nothing contained in this resolution or in the belegation Agreement shall obligate Aspen, except to the extent described in the Delegation Agreement, nor constitute the debt or indebtedness of Aspen within the meaning of the Constitution or stat- utes of the State of Colorado or the home rule charter of Aspen nor give rise to a pecuniary liability of Aspen or a charge against its general credit or taxing powers. Section 5. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 6. All orders, bylaws and resolutions, or parts thereof, in conflict with this resolution are hereby repealed to the extent of such conflict. This repealer shall not be construed to revive any order, bylaw or resolution, or parts thereof, heretofore repealed. Section 7. All action not inconsistent with the provisions of this resolution heretofore taken by the City Council and the offi- directed toward the authorization of the Delegation and the same hereby is ratified, approved and Section 8. This resolution shall take effect im-~diately upon its introduction and passage. -4- INTRODUCED, READ, February, 1981. (SEAL) Attest: ~City Clerk City of Aspen, Colorado PASSED AND ADOPTED this /~ day May or City of Aspen, Colorado of -5- Whereupon, it was moved_~_= v~by Councilmember __/~ and seconded by Councilm~mber ~ that said resolution be now placed on final passage, and that all rules of the Council which might prevent, unless suspended, the final passage and adoption of said resolution at this meeting be, and the same are, hereby sus- pended for the purpose of permitting the final passage and adoption of said resolution at this meeting. The question being upon the adoption of said motion and the suspension of the rules, the result: Those Voting Aye: roll was called with the following Those Voting No: Those Absent: ~members of the City Council having voted in favor of said motion, the presiding officer declared said motion carried and Herman Edel H. Michael Behrendt Charles Collins Thomas Isaac Susan Michael George Parry John Van Ness the rules suspended. Whereupon Councilmember ~ be now finally passed and adopted. seconded the motion. passage and adoption of said resolution, following result: Those Voting Aye: moved that said Councilmember The question being upon the the roll was called with the Herman Edel H. Michael Behrendt Charles Collins ~1.~'~.~ Thomas Isaac Susan Michael -6- Those Voting No: Those Absent: George Parry John Van Ness The presiding officer thereupon declared that there having been an affirmative vote 6f a majority of the entire Council, said resolution was duly passed and adopted. Mayor City of Aspen, Colorado (SEAL) Attest: ~City Clerk City of Aspen, Colorado -7- STATE OF COLORADO COUNTY OF PITKIN CITY OF ASPEN ss. I, Kathryn Koch, City Clerk of the City of Aspen, Pitkin County, Colorado (the "City"), do hereby certify: 1. The foregoing pages numbered 1 through 7, inclusive, are a true, full, and correct copy of the proceedings of the City Council of the City insofar as said proceedings relate to the intro- Resolution No. ~- , a copy of which is set at the meeting of the City Council held the The Mayor and ~ duction and adoption of forth in full therein, FebruarY~7~ 1981. 2. All members of said meeting. City Council were duly notified of 3. members of the City Council were present at said meeting and the members of the City Council voted on said resolution as in said minutes set forth. the seal (SEAL) IN WITNESS WHEREOF, I have hereunto set n~y hand and affixed of the City this ~ day of February, 1981. / City~oo~ Aspen, Colorado -8- C EXHIBIT A DELEGATION AGREEMENT This Delegation Agreement is among the City of Aspen, Colorado ("Aspen"), thc Town of Snowmass.Village, Colorado ("Snowmass") and Aspen Skiing Corporation (the "Company"). ~; I T N E-S S E-T 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Delegation Agreement are the following: (a) Aspen and Snowmass are political subdivisions of the State of Colorado, each authorized by the provisions of the County and Municipality Development Revenue Bond Act constituting Article 3 of Title 29 of Colorado Revised Statutes 1973, as amended (the "Act~) , to issue revenue bonds for the' purpose of defraying the costs of financing one or more projects to promote more adequate facilities for sports events and activities and recreation activities available for use by members of the general public either as participants or as spectators, upon such ter~s and conditions as the City Council of Aspen and the Town Council of Snowmass may deem advisable. (b) The Act and Part .2 of Article 1 of Title 29, Colorado Revised Statutes 1973, as amended, provide, in effect, that any county or municipality may by resolution or ordinance delegate to any other Colorado county or manicipality its authority under the Act to finance projects under the Act. (c) The Company is a Delaware corporation ~uthorized to do business in the State of Colorado and desires to acquire, construct and install sport and recreational facilities in Aspen or within eight miles from the nearest point of its city limits and in Snowmass or within eight miles from the nearest point of its town limits, which sports and recreational facilities (the "Aspen Facilities" and (1) ingness to accept Facilities and has Facilities. the "Snowmass Facilities," respectively) are more specifically described in Appendix A hereto and Appendix B hereto, respectively. (d) It is deemed necessary and advisable for the promotion of more adequate facilities for sports events and activities and rec- reational ~ctivities available for use by members of the general public either as participants or as spectators that the financing of the Aspen Facilities and the Snowmass Facilities be completed at the earliest possible date. (e) Economies of time and expense will result from the financing of the Aspen Facilities and the Snowmass Facilities by one municipality. (f) The Company desires Aspen to delegate to Snowmass its authority and powers under the Act with respect to the financing of the Aspen Facilities. (g) The City Council of Aspen has indicated its willing- ness to delegate to Snowmass its powers under the Act to finance the AsPen Facilities. (h) The Town Council of Snowmass has indicated its will- the delegation by Aspen to finance the Aspen indicated its willingness to finance the Snowmass 2. Delegation by Aspen. Pursuant to the Act and Part 2 of Article 1 of Title 29, Colorado Revised Statutes 1973, as amended: (a) The City Council of Aspen hereby delegates to Snowmass all authority of Aspen to finance and otherwise take action and exer- cise power under the Act on behalf of Aspen with respect to the Aspen Facilities. (b) The City Council such further action and adopt required to implement of Aspen agrees that it will take such further proceedings as may be the terms of this Delegation Agreement. (2) Act and Part 2 of Article 1 of 1973, as amended: (a) The Town Council gation granted to it by Aspen, herein contained. Acceptance of Delegation by Snowmass. Pursuant to the Title 29, Colorado Revised Statutes of Snowmass hereby accepts the dele- subject to the terms and conditions (b) The Town Council of Snowmass agrees that it will finance the Aspen Facilities, subject to terms and conditions to be agreed upon by Sn0wmass and the Company. (c) The Town Council of Snowmass agrees that it will take such further action and adopt such further proceedings as may be required to implement the terms of this Delegation Agreement. 4. Agreement of-the Company. (a) The Company agrees that it will reimburse Aspen and Snowmass for all reasonable expenses Aspen and Snowmass may incur arising from the execution of this Delegation Agreement and the per- formance by Aspen and Snowmass of their obligations hereunder. (b) The Company will indemnify and hold Aspen and Snowmass free and harmless from any loss, claim, damage, tax, penalty, liabil- ity, disbursement, litigation expense, attorneys' fees and expense or court cost arising out of, or in any way relating to, the execution or performance of this Delegation Agreement, the financing of the Aspen Facilities, or any other cause whatsoever pertaining to the delegation by Aspen of its authority to Snowmass to finance the Aspen Facilities. (c) The Company agrees that it will take such further action and adopt such further proceedings as may be required to implement the terms of this Delegation Agreement. (3) 5. General Provisions. (a) This Delegation Agreement is hereby declared irrevocable during the term of the financing agreement (as defined in the Act) to be entered into by Snowmass and the Company with respect to the Aspen Facilities and the Snowmass Facilities, among others, and this Delegation Agreement shall terminate upon the termination of such financing agreement. (b) This Delegation Agreement shall automatically termi- nate two years from the date hereof if Snowmass has not entered into the financing agreement described in paragraph 5(a) above, provided that nothing herein shall be deemed to prevent Aspen and Snowmass from entering into a subsequent delegation agreement with respect to the Aspen Facilities upon such termination of this Delegation Agreement. (c) Nothing contained in this Delegation Agreement sh.all obligate Snowmass to finance all of the Aspen Facilities or Snowmass Facilities and Snowmass is hereby authorized to finance only such Aspen Facilities and Snowmass Facilities as shall be agreed upon by the Company and Snowmass; provided, however, the documents evidencing the financing (the "Financing") contemplated by this Delegation Agreement shall provide that the Company shall spend at least 15% of a sum equal to the gross proceeds of the Financing less underwriting discounts and other issuing costs relating to the Financing on Aspen Facilities. (d) This Delegation Agreement shall not constitute the debt or indebtedness of Aspen or Snowmass within the meaning of the Constitution or statutes of the State of Colorado or the home rule charters of Aspen and Snowmass nor give rise to a pecuniary liability or a charge against the general credit or taxing powers of either Aspen or Snowmass. (4) C IN ~ITNESS WHEREOF, the parties hereto have entered into this Delegation Agreement this ~ day of February, 1981. CITY OF ASPEN, COLORADO By- Mayor Attest: ~ity C~erk (SEAL) Att~: Town Clerk TOWN OF SNOWMASS-~J~LLAGE, COLORADO ASPEN SKIING CORPORATION {SEAL) %~ (V~ President Attest: ~ Secretary (5) APPENDIX A ASPEN FACILITIES Sports and recreational facilities to be acquired, con- structed and installed in the City of Aspen, Colorado, or within eight miles from the nearest point of its city limits: Chairlifts and accessories, T-bar, ski trails, roads, park- ing facilities, vehicles including construction equipment, snowgroom- ing equipment and wheel vehicles, buildings including office and supply center, maintenance building, ski lift building and ski patrol room, ticket offices, ski rental equipment, snowmaking equipment, water storage facilities and utility extensions, together with other functionally related and subordinate facilities. (6) APPENDIX B SNOWMASS FACILITIES Sports and recreational facilities to be acquired, con- structed and installed in the Town of Snowmass Village, colorado, or within eight miles from the nearest point of its town limits: Chairlifts and accessories, ski trails, roads, parking facilities, vehicles including construction equipment, snowgrooming equipment and wheel vehicles, buildings including office and supply center, maintenance building, ski lift building and ski patrol room, ticket offices, restaurant expansion, Burnt Mountain facilities, snowmaking equipment, water storage facilities and utility exten- sions, together with other functionally related and subordinate facilities. (7)